SEPARATE ACCOUNT NO 45 OF EQUITABLE LIFE ASSUR SOCIETY OF US
497, 1999-05-13
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Equitable Accumulator(SM)

A combination variable and fixed deferred
annuity contract

Please read and keep this prospectus for future reference. It contains important
information that you should know before purchasing, or taking any other action
under your contract. Also, at the end of this prospectus you will find attached
the prospectuses for The Hudson River Trust and EQ Advisors Trust, which contain
important information about their Portfolios.

PROSPECTUS DATED MAY 1, 1999
- --------------------------------------------------------------------------------

WHAT IS THE EQUITABLE ACCUMULATOR?

Equitable Accumulator is a deferred annuity contract issued by THE EQUITABLE
LIFE ASSURANCE SOCIETY OF THE UNITED STATES. It provides for the accumulation of
retirement savings and for income. The contract offers income and death benefit
protection. It also offers a number of payout and distribution options. The
distribution options available under the contract are the Assured Payment Option
and APO Plus. You invest to accumulate value on a tax-deferred basis in one or
more of our variable investment options, fixed maturity options or the account
for special dollar cost averaging ("investment options").

- --------------------------------------------------------------------------------
 VARIABLE INVESTMENT OPTIONS
- --------------------------------------------------------------------------------
 FIXED INCOME OPTIONS
- --------------------------------------------------------------------------------
 DOMESTIC FIXED INCOME                  AGGRESSIVE FIXED INCOME
- --------------------------------------------------------------------------------
 o Alliance Money Market                o Alliance High Yield
 o Alliance Intermediate
     Government Securities
- --------------------------------------------------------------------------------
 EQUITY OPTIONS
- --------------------------------------------------------------------------------
 DOMESTIC EQUITY                        INTERNATIONAL EQUITY
- --------------------------------------------------------------------------------
 o T. Rowe Price Equity Income          o Alliance Global
 o EQ/Putnam Growth & Income            o Alliance International
    Value                               o T. Rowe Price International
 o Alliance Growth & Income                 Stock
 o MFS Growth with Income               o Morgan Stanley Emerging
 o BT Equity 500 Index                      Markets Equity
 o Merrill Lynch Basic Value Equity     o BT International Equity Index
 o Alliance Common Stock
 o MFS Research
 o EQ/Alliance Premier Growth
 o Capital Guardian Research
 o Capital Guardian U.S. Equity
- --------------------------------------------------------------------------------
 AGGRESSIVE EQUITY
- --------------------------------------------------------------------------------
 o BT Small Company Index               o Alliance Small Cap Growth
 o Alliance Aggressive Stock            o MFS Emerging Growth
 o EQ/Evergreen                             Companies
 o Warburg Pincus Small Company      
    Value                            
- --------------------------------------------------------------------------------
 ASSET ALLOCATION OPTIONS            
- --------------------------------------------------------------------------------
 o Alliance Conservative Investors      o Alliance Growth Investors   
 o EQ/Putnam Balanced                   o Merrill Lynch World Strategy
 o EQ/Evergreen Foundation              
- --------------------------------------------------------------------------------

              Alliance Equity Index (Available only under APO Plus)

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

You may allocate amounts to any of the variable investment options. They, in
turn, invest in a corresponding securities portfolio ("Portfolio") of The Hudson
River Trust or EQ Advisors Trust. Your investment results in a variable
investment option will depend on the investment performance of the related
Portfolio. Each variable investment option is a subaccount of our Separate
Account No. 45.

FIXED MATURITY OPTIONS. You may allocate amounts to one or more fixed maturity
options. These amounts will receive a fixed rate of interest for a specified
period. Interest is earned at a guaranteed rate we set. We make a market value
adjustment (up or down) if you make transfers or withdrawals from a fixed
maturity option before its maturity date.


ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING. This account also pays fixed interest
at guaranteed rates. It is only available for dollar cost averaging during your
contract's first year.

TYPES OF CONTRACTS. We offer the contracts for use as:
o  A nonqualified annuity ("NQ") for after-tax contributions only.

o  An individual retirement annuity ("IRA"), either traditional IRA or Roth
   IRA.

   We offer two versions of the traditional IRA: "Rollover IRA" and "Flexible
   Premium IRA." The Assured Payment Option and APO Plus are available under
   Rollover IRA and Flexible Premium IRA contracts.

   We also offer two versions of the Roth IRA: "Roth Conversion IRA" and
   "Flexible Premium Roth IRA."

o  An annuity which is an investment vehicle for a qualified defined
   contribution or defined benefit plan ("QP").

o  An Internal Revenue Code Section 403(b) Tax Sheltered Annuity ("TSA") -
   ("Rollover TSA").

A contribution of at least $5,000 is required to purchase an NQ, Rollover IRA,
Roth Conversion IRA, QP or Rollover TSA contract. For Flexible Premium IRA or
Flexible Premium Roth IRA contracts, we require a contribution of $2,000 to
purchase a contract. Under Rollover IRA or Flexible Premium IRA contracts you
may elect the Assured Payment Option or APO Plus with a minimum initial
contribution of $10,000.


Registration statements relating to this offering have been filed with the
Securities and Exchange Commission ("SEC"). The statement of additional
information ("SAI") dated May 1, 1999, is a part of the registration statement.
The SAI is available free of charge. You may request one by writing to our
Processing Office or calling 1-800-789-7771. The SAI has been incorporated by
reference into this prospectus. This prospectus and the SAI can also be obtained
from the SEC's website at http://www.sec.gov. The table of contents for the SAI
appears at the back of this prospectus.


THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. THE CONTRACTS 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.




<PAGE>
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2 CONTENTS OF THIS PROSPECTUS
- --------------------------------------------------------------------------------

Contents of this prospectus

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


EQUITABLE ACCUMULATOR(SM)


- ------------------------------------------------------------------
Index of key words and phrases                                   4
Who is Equitable Life?                                           5
How to reach us                                                  6
Equitable Accumulator at a glance - key features                 8


- ------------------------------------------------------------------
FEE TABLE                                                       11
- ------------------------------------------------------------------
Examples                                                        14
Condensed financial information                                 15


- ------------------------------------------------------------------
CONTRACT FEATURES AND BENEFITS                                  16
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How you can purchase and contribute to your contract            16
Owner and annuitant requirements                                20
How you can make your contributions                             20
What are your investment options under the contract?            20
Portfolios of The Hudson River Trust                            21
Portfolios of EQ Advisors Trust                                 21
Allocating your contributions                                   26
Our baseBUILDER option                                          27
Guaranteed minimum death benefit                                30
Your right to cancel within a certain number of days            31


- ------------------------------------------------------------------
DETERMINING YOUR CONTRACT'S VALUE                               32
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Your account value                                              32
Your contract's value in the variable investment options        32
Your contract's value in the fixed maturity options             32
Your contract's value in the account for special dollar cost
  averaging                                                     32
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"We," "our" and "us" refer to Equitable Life. 

When we address the reader of this prospectus with words such as "you" and
"your," we mean the person who has the right or responsibility that the
prospectus is discussing at that point. This is usually the contract owner.

When we use the word "contract" it also includes certificates that are issued
under group contracts in some states.




<PAGE>

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                                                   CONTENTS OF THIS PROSPECTUS 3
- --------------------------------------------------------------------------------

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

- ------------------------------------------------------------------
TRANSFERRING YOUR MONEY AMONG
   INVESTMENT OPTIONS                                           33
- ------------------------------------------------------------------
Transferring your account value                                 33
Rebalancing your account value                                  33


- ------------------------------------------------------------------
ACCESSING YOUR MONEY                                            34
- ------------------------------------------------------------------
Assured Payment Option and APO Plus                             34
Withdrawing your account value                                  38
How withdrawals are taken from your account value               40
How withdrawals affect your guaranteed minimum
   income benefit and guaranteed minimum death
   benefit                                                      40
Loans under Rollover TSA contracts                              41
Surrendering your contract to receive its cash value            42
When to expect payments                                         42
Choosing your annuity payout options                            43


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CHARGES AND EXPENSES                                            46
- ------------------------------------------------------------------
Charges that Equitable Life deducts                             46
Charges that the trusts deduct                                  48
Group or sponsored arrangements                                 48
Other distribution arrangements                                 49


- ------------------------------------------------------------------
PAYMENT OF DEATH BENEFIT                                        50
- ------------------------------------------------------------------
Your beneficiary and payment of benefit                         50
How death benefit payment is made                               51
Beneficiary continuation option for Rollover IRA and
   Flexible Premium IRA contracts                               51


- ------------------------------------------------------------------
TAX INFORMATION                                                 53
- ------------------------------------------------------------------
Overview                                                        53
Transfers among investment options                              53
Taxation of nonqualified annuities                              53
Special rules for NQ contracts issued in Puerto Rico            54
Individual retirement arrangements (IRAs)                       55
Special rules for nonqualified contracts in qualified plans     66
Tax Sheltered Annuity contracts (TSAs)                          66
Federal and state income tax withholding and
   information reporting                                        71
Impact of taxes to Equitable Life                               72


- ------------------------------------------------------------------
MORE INFORMATION                                                73
- ------------------------------------------------------------------
About our Separate Account No. 45                               73
About The Hudson River Trust and EQ Advisors Trust              73
About our fixed maturity options                                74
About the general account                                       75
About other methods of payment                                  76
Dates and prices at which contract events occur                 76
About your voting rights                                        77
About our year 2000 progress                                    78
About legal proceedings                                         78
About our independent accountants                               78
Transfers of ownership, collateral assignments, loans,
   and borrowing                                                78
Distribution of the contracts                                   79


- ------------------------------------------------------------------
INVESTMENT PERFORMANCE                                          80
- ------------------------------------------------------------------
Benchmarks                                                      80
Communicating performance data                                  91


- ------------------------------------------------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY
   REFERENCE                                                    93
- ------------------------------------------------------------------
Appendices
I   - Condensed financial information                          A-1
II  - Purchase considerations for QP contracts                 B-1
III - Market value adjustment example                          C-1
IV  - Guaranteed minimum death benefit example                 D-1
V   - Example of payments under the Assured Payment
      Option and APO Plus                                      E-1
VI  - Assured Payment Option and APO Plus contracts
      issued in the state of Maryland                          F-1


- ------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
   TABLE OF CONTENTS
- ------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
4 INDEX OF KEY WORDS AND PHRASES
- --------------------------------------------------------------------------------

Index of key words and phrases

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


This index should help you locate more information on the terms used in this
prospectus.





<TABLE>
<CAPTION>
                                         PAGE                                             PAGE     
<S>                                     <C>       <S>                                     <C>       
  account for special dollar cost                   Flexible Premium Roth IRA             cover     
    averaging                             25        guaranteed minimum death benefit        30      
  account value                           32        guaranteed minimum income benefit       28      
  annuitant                               16        IRA                                     55      
  APO Plus                                37        IRS                                     53      
  Assured Payment Option                  34        investment options                      20      
  baseBUILDER                             27        loan reserve account                    42      
  beneficiary                             50        market adjusted amount                  23      
  benefit base                            28        market value adjustment                 24      
  business day                            76        maturity value                          23      
  cash value                              32        NQ                                      53      
  conduit IRA                             59        participant                             20      
  contract date                            9        payout option                           43      
  contract date anniversary                9        Portfolio                             cover     
  contract year                            9        Processing Office                        6      
  contributions to Roth IRAs              63        QP                                      66      
    regular contributions                 63        rate to maturity                        23      
    rollover contributions                64        required beginning date                 60      
    conversion contributions              64        Rollover IRA                          cover     
    direct custodian-to-custodian                   Rollover TSA                          cover     
       transfers                          64        Roth Conversion IRA                   cover     
  contributions to traditional IRAs       55        Roth IRA                                63      
    regular contributions                 56        SAI                                   cover     
    rollover contributions                58        SEC                                   cover     
    direct custodian-to-custodian                   TOPS                                     6      
       transfers                          58        TSA                                     66      
  ERISA                                   41        traditional IRA                         55      
  fixed maturity amount                   23        unit                                    32      
  fixed maturity options                  23        variable investment options             20      
  Flexible Premium IRA                  cover     

</TABLE>

To make this prospectus easier to read, we sometimes use different words than in
the contract or supplemental materials. This is illustrated below. Although we
use different words, they have the same meaning in this prospectus as in the
contract or supplemental materials. Your Equitable associate can provide further
explanation about your contract.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
 PROSPECTUS                      CONTRACT OR SUPPLEMENTAL MATERIALS
- --------------------------------------------------------------------------------
<S>                             <C>
 fixed maturity options          Guarantee Periods (GIROs in Supplemental Materials)
 variable investment options     Investment Funds
 account value                   Annuity Account Value
 rate to maturity                Guaranteed Rates
- --------------------------------------------------------------------------------

</TABLE>

<PAGE>


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                                                        Who is Equitable Life? 5
- --------------------------------------------------------------------------------


Who is Equitable Life?


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

 We are The Equitable Life Assurance Society of the United States ("Equitable
 Life"), a New York stock life insurance corporation. We have been doing
 business since 1859. Equitable Life is a wholly owned subsidiary of The
 Equitable Companies Incorporated ("Equitable Companies"), whose majority
 shareholder is AXA, a French holding company for an international group of
 insurance and related financial services companies. As a majority shareholder,
 and under its other arrangements with Equitable Life and Equitable Life's
 parent, AXA exercises significant influence over the operations and capital
 structure of Equitable Life and its parent. No company other than Equitable
 Life, however, has any legal responsibility to pay amounts that Equitable Life
 owes under the contract. During 1999, Equitable Companies plans to change its
 name to AXA Financial, Inc.

 Equitable Companies and its consolidated subsidiaries managed approximately
 $347.5 billion in assets as of December 31, 1998. For over 100 years we have
 been among the largest insurance companies in the United States. We are
 licensed to sell life insurance and annuities in all fifty states, the District
 of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is
 located at 1290 Avenue of the Americas, New York, N.Y. 10104.

<PAGE>


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6 WHO IS EQUITABLE LIFE?
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HOW TO REACH US

You may communicate with our Processing Office as listed below for any of the
following purposes:


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FOR CONTRIBUTIONS SENT BY REGULAR MAIL:
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Equitable Accumulator
P.O. Box 13014
Newark, NJ 07188-0014


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FOR CONTRIBUTIONS SENT BY EXPRESS DELIVERY:
- --------------------------------------------------------------------------------
Equitable Accumulator
c/o First Chicago National Processing Center
300 Harmon Meadow Boulevard, 3rd Floor
Attn: Box 13014
Secaucus, NJ 07094


- --------------------------------------------------------------------------------
FOR ALL OTHER COMMUNICATIONS (E.G., 
REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY REGULAR MAIL:
- --------------------------------------------------------------------------------
Equitable Accumulator
P.O. Box 1547
Secaucus, NJ 07096-1547


- --------------------------------------------------------------------------------
FOR ALL OTHER COMMUNICATIONS (E.G.,
REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY EXPRESS DELIVERY:
- --------------------------------------------------------------------------------
Equitable Accumulator
200 Plaza Drive, 4th Floor
Secaucus, NJ 07094

- --------------------------------------------------------------------------------
REPORTS WE PROVIDE:
- --------------------------------------------------------------------------------

o  written confirmation of financial transactions;

o  statement of your contract values at the close of each
   calendar quarter (four per year);

o  annual statement of your contract values as of the close of
   the contract year.


- --------------------------------------------------------------------------------
TELEPHONE OPERATED PROGRAM SUPPORT
("TOPS") SYSTEM:
- --------------------------------------------------------------------------------

TOPS is designed to provide you with up-to-date information via touch-tone
telephone. You can obtain information on:

o  your current account value;

o  your current allocation percentages;

o  the number of units you have in the variable investment options;

o  rates to maturity for the fixed maturity options; and

o  the daily unit values for the variable investment options.

You can also:

o  change your allocation percentages and/or transfer among the investment
    options; and

o  change your personal identification number (PIN).

TOPS is normally available seven days a week, 24 hours a day, by calling
toll-free 1-888-909-7770. Of course, for reasons beyond our control, the
service may sometimes be unavailable.

We have established procedures to reasonably confirm that the instructions
communicated by telephone are genuine. For example, we will require certain
personal identification information before we will act on telephone
instructions and we will provide written confirmation of your transfers. We
will not be liable for following telephone instructions we reasonably believe
to be genuine.


- --------------------------------------------------------------------------------
BY INTERNET:
- --------------------------------------------------------------------------------
You can also access information about your contract on the Internet. Please
visit our website at http://www.equitable.com, and click on EQAccess.

<PAGE>


- --------------------------------------------------------------------------------
                                                        WHO IS EQUITABLE LIFE? 7
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
CUSTOMER SERVICE REPRESENTATIVE:
- --------------------------------------------------------------------------------
You may also use our toll-free number (1-800-789-7771) to speak with one of our
customer service representatives. Our customer service representatives are
available on any business day from 8:30 a.m. until 5:30 p.m., Eastern Time.

You should send all contributions, notices, and requests to our Processing
Office at the address above.

WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE
PROVIDE FOR THAT PURPOSE:


(1) conversion of a traditional IRA to a Roth Conversion IRA or Flexible
    Premium Roth IRA contract;

(2) cancellation of your Roth Conversion IRA or Flexible Premium Roth IRA
    contract and return to a Rollover IRA or Flexible Premium IRA contract;

(3) election of the Assured Payment Option or APO Plus;

(4) election of the automatic investment program;

(5) election of the rebalancing program;

(6) to obtain a PIN required for TOPS;

(7) requests for loans under Rollover TSA contracts;

(8) spousal consent for loans under Rollover TSA contracts;

(9) tax withholding election; and

(10) beneficiary continuation option election.


WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES
OF REQUESTS:

(1) address changes;

(2) beneficiary changes;

(3) transfers between investment options;

(4) withdrawal requests;

(5) contract surrender; and

(6) requests to exercise your guaranteed minimum income benefit.

You must sign and date all these requests. Any written request that is not on
one of our forms must include your name and your contract number along with
adequate details about the notice you wish to give or the action you wish us to
take.


TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION
GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION:

(1) automatic investment program;

(2) general dollar cost averaging;

(3) rebalancing;

(4) special dollar cost averaging;

(5) Assured Payment Option or APO Plus;

(6) substantially equal withdrawals;

(7) systematic withdrawals; and

(8) the date annuity payments are to begin.


SIGNATURES:

The proper person to sign forms, notices and requests would normally be the
owner. If there are joint owners both must sign.

<PAGE>




- --------------------------------------------------------------------------------
8 EQUITABLE ACCUMULATOR AT A GLANCE -- KEY FEATURES
- --------------------------------------------------------------------------------



Equitable Accumulator at a 
glance -- key features


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


<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                    
PROFESSIONAL                 Equitable Accumulator's variable investment options invest in 30 different Portfolios managed by
INVESTMENT                   professional investment advisers.                                                               
MANAGEMENT                   
- -----------------------------------------------------------------------------------------------------------------------------
FIXED MATURITY               o 10 fixed maturity options with maturities ranging from approximately 1 to 10 years. Under the
OPTIONS                        Assured Payment Option and APO Plus, 5 additional fixed maturity options with maturities
                               ranging from 11 to 15 years.

                             o Each fixed maturity option offers a guarantee of principal and interest rate if you hold it to 
                               maturity.                                                                                      
                                                                                                                              
                             o Principal guarantees.                                                                          
                               -- If you make withdrawals or transfers from a fixed maturity option before maturity, there    
                                  will be a market value adjustment due to differences in interest rates. This may increase or
                                  decrease any value that you have left in that fixed maturity option. If you surrender your
                                  contract, a market value adjustment may also apply.
- -----------------------------------------------------------------------------------------------------------------------------
ACCOUNT FOR SPECIAL DOLLAR   Available for dollar cost averaging of your initial contribution.
COST AVERAGING 
- -----------------------------------------------------------------------------------------------------------------------------
TAX ADVANTAGES               o On earnings inside the    No tax on any dividends, interest or capital gains until you make  
                               contract                  withdrawals from your contract or receive annuity payments.        
                             ------------------------------------------------------------------------------------------------
                             o On transfers inside the    No tax on transfers among investment options.
                               contract
                             ------------------------------------------------------------------------------------------------
                             If you are buying a contract to fund a retirement plan that already provides tax deferral under
                             sections of the Internal Revenue Code (IRA, QP, and Rollover TSA), you should do so for the
                             contract's features and benefits other than tax deferral. In such situations, the tax deferral
                             of the contract does not provide additional benefits.
- -----------------------------------------------------------------------------------------------------------------------------
BASEBUILDER(R)               baseBUILDER combines a guaranteed minimum income benefit with a guaranteed minimum
PROTECTION                   death benefit. This optional feature provides income protection for you while the
                             annuitant lives, as well as a death benefit for the beneficiary should the annuitant die.
- -----------------------------------------------------------------------------------------------------------------------------
CONTRIBUTION AMOUNTS         o NQ, Rollover IRA, Roth Conversion IRA, QP, and Rollover TSA contracts
                             o Initial minimum:         $5,000
                             o Additional minimum:      $1,000
                                                        $100 monthly, and $300 quarterly under our automatic
                                                        investment program (NQ contracts)
                             ------------------------------------------------------------------------------------------------
                             o Flexible Premium IRA and Flexible Premium Roth IRA contracts
                               o Initial minimum:       $2,000
                               o Additional minimum:    $50 ($50 under our automatic investment program)
                             ------------------------------------------------------------------------------------------------
                             o Assured Payment Option and APO Plus under Rollover IRA and Flexible Premium
                               IRA Contracts
                               o Initial minimum:       $10,000
                               o Additional minimum:    $1,000
                             ------------------------------------------------------------------------------------------------
                             Maximum investment limitations may apply.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


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                              EQUITABLE ACCUMULATOR AT A GLANCE - KEY FEATURES 9
- --------------------------------------------------------------------------------



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


- --------------------------------------------------------------------------------
ACCESS TO YOUR MONEY   o Assured Payment Option

                       o APO Plus

                       o Lump sum withdrawals

                       o Several withdrawal options on a periodic basis

                       o Loans under Rollover TSA contracts

                       o Contract surrender
                      
                       You may incur a withdrawal charge for certain
                       withdrawals. You may also incur income tax and a tax
                       penalty.
- --------------------------------------------------------------------------------
PAYOUT ALTERNATIVES    o Annuity payout options

                       o Income Manager(Reg. TM) payout annuity options
- --------------------------------------------------------------------------------
ADDITIONAL FEATURES    o Dollar cost averaging

                       o Automatic investment program

                       o Account value rebalancing (quarterly, semiannually, and
                         annually)

                       o Unlimited free transfers

                       o Waiver of withdrawal charge for disability, terminal
                         illness or confinement to a nursing home
- --------------------------------------------------------------------------------
FEES AND CHARGES       o Daily charges on amounts invested in variable 
                         investment options for mortality and expense risks and
                         administrative charges at an annual rate of 1.35%.

                       o Annual 0.30% benefit base charge for the optional
                         baseBUILDER benefit. The benefit base is described
                         under "Your guaranteed minimum income benefit under
                         baseBUILDER." No additional charge if you want a
                         guaranteed minimum death benefit only.

                       o Under Flexible Premium IRA and Flexible Premium Roth
                         IRA contracts, if your account value at the end of the
                         contract year is less than $25,000, we deduct an annual
                         administrative charge equal to $30 or during the first
                         two contract years 2% of your account value, if less.
                         If your account value is $25,000 or more, we will not
                         deduct the charge.

                       o No sales charge deducted at the time you make
                         contributions.

                       o During the first seven contract years following a
                         contribution, a charge will be deducted from amounts
                         that you withdraw that exceed 15% of your account
                         value. We use the account value on the most recent
                         contract date anniversary to calculate the 15% amount
                         available. The charge begins at 7% in the first
                         contract year following a contribution. It declines
                         each year to 1% in the seventh contract year. There is
                         no withdrawal charge in the eighth and later contract
                         years following a contribution.
                         -------------------------------------------------------
                         The 12-month period beginning on your contract date and
                         each 12-month period after that date is a "contract
                         year." The end of each 12-month period is your
                         "contract date anniversary." The "contract date" is the
                         effective date of a contract. This usually is the
                         business day we receive your initial contribution. Your
                         contract date will be shown in your contract.
                         -------------------------------------------------------

- --------------------------------------------------------------------------------
<PAGE>



- --------------------------------------------------------------------------------
10 EQUITABLE ACCUMULATOR AT A GLANCE -- KEY FEATURES
- --------------------------------------------------------------------------------


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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
<S>                    <C>
FEES AND               o We also deduct a charge for taxes such as premium taxes that may be imposed in your state. This      
CHARGES (CONTINUED)      charge is generally deducted from the amount applied to an annuity payout option.                    
                                                                                                                              
                       o We generally deduct a $350 annuity administrative fee from amounts applied to purchase certain life  
                         annuity payout options.                                                                              
                                                                                                                              
                       o Annual expenses of The Hudson River Trust and EQ Advisors Trust Portfolios are calculated as a       
                         percentage of the average daily net assets invested in each Portfolio. These expenses include        
                         management and advisory fees ranging from 0.25% to 1.15% annually, 12b-1 fees of 0.25% and other     
                         expenses.                                                                                            
- -----------------------------------------------------------------------------------------------------------------------------
ANNUITANT ISSUE AGES   NQ: 0-83
                       Rollover IRA, Roth Conversion IRA, Flexible Premium Roth IRA, and Rollover TSA: 20-83
                       Flexible Premium IRA: 20-70
                       QP: 20-75
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

THE ABOVE IS NOT A COMPLETE DESCRIPTION OF ALL MATERIAL PROVISIONS OF THE
CONTRACT. IN SOME CASES RESTRICTIONS OR EXCEPTIONS APPLY. ALSO, ALL FEATURES OF
THE CONTRACT ARE NOT NECESSARILY AVAILABLE IN YOUR STATE OR AT CERTAIN AGES.

For more detailed information we urge you to read the contents of this
prospectus, as well as your contract. Please feel free to speak with your
Equitable associate, or call us, if you have any questions.

<PAGE>


- --------------------------------------------------------------------------------
                                                               Fee table      11
- --------------------------------------------------------------------------------


Fee table



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

The fee table below will help you understand the various charges and expenses
that apply to your contract. The table reflects charges you will directly incur
under the contract, as well as charges and expenses of the Portfolios that you
will bear indirectly. Charges for taxes, such as premium taxes, may also apply.
Also, an administrative fee may apply when your annuity payments are to begin.
Each of the charges and expenses is more fully described under "Charges and
expenses" later in this prospectus. For a complete description of Portfolio
charges and expenses, please see the attached prospectuses for The Hudson River
Trust and EQ Advisors Trust.

The fixed maturity options and the account for special dollar cost averaging are
not covered by the fee table and examples. Generally, the only charges shown in
the table that are applicable to the fixed maturity options and the account for
special dollar cost averaging are the annual administrative charge and the
withdrawal charge. A market value adjustment (up or down) may apply as a result
of a withdrawal, transfer or surrender of amounts from a fixed maturity option.


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

CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT
OPTIONS EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY
NET ASSETS

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

 Mortality and expense risks (1)                                 1.10%

 Administrative (2)                                              0.25%
                                                                 -----
 Total annual expenses                                           1.35%

- --------------------------------------------------------------------------------
 
FLEXIBLE PREMIUM IRA AND FLEXIBLE PREMIUM ROTH IRA
CONTRACTS ONLY: CHARGES WE DEDUCT FROM YOUR
ACCOUNT VALUE ON EACH CONTRACT DATE ANNIVERSARY

- --------------------------------------------------------------------------------
 Maximum annual administrative charge
  If your account value is less than $25,000                    $30(3)
  If your account value is $25,000 or more                      $0
- --------------------------------------------------------------------------------

CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE AT THE
TIME YOU REQUEST CERTAIN TRANSACTIONS

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

WITHDRAWAL CHARGE AS A PERCENTAGE OF CONTRIBUTIONS            Contract
(deducted if you surrender Contract your contract               year
or make certain withdrawals. The withdrawal charge                1........7.00%
percentage we use is year determined by the                       2........6.00
contract year in which you make the withdrawal or                 3........5.00
surrender your contract. For each contribution, we                4........4.00
consider the contract year in which we receive                    5........3.00
that contribution to be "contract year 1")(4)                     6........2.00
                                                                  7........1.00
                                                                  8+.......0.00

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

CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE EACH
YEAR IF YOU ELECT THE OPTIONAL BENEFIT

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

BASEBUILDER BENEFITS CHARGE (calculated as a
percentage of the benefit base. Deducted annually
on each contract date anniversary)(5)                         0.30%

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


<PAGE>


- --------------------------------------------------------------------------------
12      FEE TABLE
- --------------------------------------------------------------------------------


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

THE HUDSON RIVER TRUST ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS IN EACH PORTFOLIO)



<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                                                                                           TOTAL
                                                                                                           ANNUAL
                                                      INVESTMENT                                         EXPENSES(6)
                                                      MANAGEMENT                           OTHER       (AFTER EXPENSE
                                                    ADVISORY FEES       12B-1 FEES(6)     EXPENSES       LIMITATION)
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                <C>              <C>           <C>
Alliance Aggressive Stock (7)                            0.54%              0.25%            0.03%          0.82%
Alliance Common Stock(7)                                 0.36%              0.25%            0.03%          0.64%
Alliance Conservative Investors(7)                       0.48%              0.25%            0.05%          0.78%
Alliance Equity Index(7)                                 0.31%              0.25%            0.03%          0.59%
Alliance Global(7)                                       0.64%              0.25%            0.07%          0.96%
Alliance Growth & Income(7)                              0.55%              0.25%            0.03%          0.83%
Alliance Growth Investors(7)                             0.51%              0.25%            0.04%          0.80%
Alliance High Yield(7)                                   0.60%              0.25%            0.03%          0.88%
Alliance Intermediate Government Securities(7)           0.50%              0.25%            0.05%          0.80%
Alliance International(7)                                0.90%              0.25%            0.16%          1.31%
Alliance Money Market(7)                                 0.35%              0.25%            0.02%          0.62%
Alliance Small Cap Growth(7)                             0.90%              0.24%            0.06%          1.20%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

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



<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                                                                                            TOTAL
                                                                                          OTHER            ANNUAL
                                                 INVESTMENT                           EXPENSES(8)       EXPENSES(8)
                                                MANAGEMENT &                        (AFTER EXPENSE     (AFTER EXPENSE
                                               ADVISORY FEES       12B-1 FEE(6)       LIMITATION)       LIMITATION)
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                <C>                <C>               <C>
EQ/Alliance Premier Growth(8)                       0.90%              0.25%              0.00%             1.15%
BT Equity 500 Index(8)                              0.25%              0.25%              0.05%             0.55%
BT International Equity Index(8)                    0.35%              0.25%              0.40%             1.00%
BT Small Company Index(8)                           0.25%              0.25%              0.25%             0.75%
Capital Guardian Research(8)                        0.65%              0.25%              0.05%             0.95%
Capital Guardian U.S. Equity(8)                     0.65%              0.25%              0.05%             0.95%
EQ/Evergreen(8)                                     0.75%              0.25%              0.05%             1.05%
EQ/Evergreen Foundation(8)                          0.63%              0.25%              0.07%             0.95%
MFS Emerging Growth Companies(8)                    0.55%              0.25%              0.05%             0.85%
MFS Growth with Income(8)                           0.55%              0.25%              0.05%             0.85%
MFS Research(8)                                     0.55%              0.25%              0.05%             0.85%
Merrill Lynch Basic Value Equity(8)                 0.55%              0.25%              0.05%             0.85%
Merrill Lynch World Strategy(8)                     0.70%              0.25%              0.25%             1.20%
Morgan Stanley Emerging Markets Equity(8)           1.15%              0.25%              0.35%             1.75%
EQ/Putnam Balanced(8)                               0.55%              0.25%              0.10%             0.90%
EQ/Putnam Growth & Income Value(8)                  0.55%              0.25%              0.05%             0.85%
T. Rowe Price Equity Income(8)                      0.55%              0.25%              0.05%             0.85%
T. Rowe Price International Stock(8)                0.75%              0.25%              0.20%             1.20%
Warburg Pincus Small Company Value(8)               0.65%              0.25%              0.10%             1.00%
- ---------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
                                                               Fee table      13
- --------------------------------------------------------------------------------


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


- ----------
Notes:
(1)   A portion of this charge is for providing the guaranteed minimum death
      benefit.

(2)   We reserve the right to increase this charge to a maximum annual rate of
      0.35%.

(3)   For Flexible Premium IRA and Flexible Premium Roth IRA contracts, during
      the first two contract years this charge is equal to the lesser of $30 or
      2% of your account value. Thereafter, the charge is $30 for each contract
      year.

(4)   Deducted upon a withdrawal of amounts in excess of the 15% free withdrawal
      amount, and upon surrender of a contract.

(5)   The benefit base is described under "Your guaranteed minimum income
      benefit under baseBUILDER."

(6)   Portfolio shares are all subject to fees imposed under distribution plans
      (the "Rule 12b-1 Plans") adopted by The Hudson River Trust and EQ
      Advisors Trust pursuant to Rule 12b-1 under the Investment Company Act of
      1940, as amended. The 12b-1 fee will not be increased for the life of the
      contracts. The Rule 12b-1 Plan for the Alliance Small Cap Growth
      Portfolio provides that Equitable Distributors, Inc. ("EDI") will receive
      an annual fee not to exceed the lesser of (a) 0.25% of the average daily
      net assets of the Portfolio attributable to Class IB shares and (b) an
      amount that, when added to certain other expenses of the Class IB shares,
      would result in the ratio of expenses to average daily net assets
      attributable to Class IB shares equaling 1.20%. Absent the expense
      limitation, the total annual expenses for 1998 for the Alliance Small Cap
      Growth Portfolio would have been 1.21%.

(7)   The fees and expenses shown for all Portfolios are for the year ended
      December 31, 1998. The investment management and advisory fees for each
      Portfolio of The Hudson River Trust may vary from year to year depending
      upon the average daily net assets of the respective Portfolio. The
      maximum investment management and advisory fees, however, cannot be
      increased without a vote of that Portfolio's shareholders. See the
      prospectus for The Hudson River Trust. The other direct operating
      expenses will also fluctuate from year to year depending on actual
      expenses.

(8)   The maximum investment management and advisory fees for each Portfolio of
      EQ Advisors Trust cannot be increased without a vote of that Portfolio's
      shareholders. See the prospectus for EQ Advisors Trust. The amounts shown
      as "Other Expenses" will fluctuate from year to year depending on actual
      expenses. However, EQ Financial Consultants, Inc. ("EQF"), EQ Advisors
      Trust's manager, has entered into an expense limitation agreement with
      respect to each Portfolio. Under this agreement EQF has agreed to waive
      or limit its fees and assume other expenses. Under the expense limitation
      agreement, total annual operating expenses of each Portfolio (other than
      interest, taxes, brokerage commissions, capitalized expenditures,
      extraordinary expenses, and 12b-1 fees) are limited for the average daily
      net assets of each Portfolio as follows: 0.90% for EQ/Alliance Premier
      Growth; 0.30% for BT Equity 500 Index; 0.75% for BT International Equity
      Index; 0.50% for BT Small Company Index; 0.70% for Capital Guardian
      Research and Capital Guardian U.S. Equity; 0.80% for EQ/Evergreen; 0.70%
      for EQ/Evergreen Foundation; 0.60% for MFS Emerging Growth Companies, MFS
      Growth with Income, MFS Research, and Merrill Lynch Basic Value Equity;
      0.95% for Merrill Lynch World Strategy; 1.50% for Morgan Stanley Emerging
      Markets Equity; 0.65% for EQ/Putnam Balanced; 0.60% for EQ/Putnam Growth
      & Income Value and T. Rowe Price Equity Income; 0.95% for T. Rowe Price
      International Stock; and 0.75% for Warburg Pincus Small Company Value.
      The expenses shown for the BT International Equity Index and BT Small
      Company Index Portfolios reflect an increase effective on May 1, 1999.

      Absent the expense limitation, the "Other Expenses" for 1998 on an
      annualized basis for each of the Portfolios would have been as follows:
      0.33% for BT Equity 500 Index; 0.89% for BT International Equity Index;
      1.31% for BT Small Company Index;0.24% for MFS Emerging Growth Companies;
      0.25% for MFS Research; 0.26% for Merrill Lynch Basic Value Equity; 0.66%
      for Merrill Lynch World Strategy; 1.23% for Morgan Stanley Emerging
      Markets Equity; 0.45% for EQ/Putnam Balanced; 0.24% for EQ/Putnam Growth &
      Income Value and T. Rowe Price Equity Income; 0.40% for T. Rowe Price
      International Stock; and 0.27% for Warburg Pincus Small Company Value. For
      the following Portfolios, the "Other Expenses" for 1999, absent the
      expense limitation, are estimated to be as follows: 0.74% for EQ/Alliance
      Premier Growth, Capital Guardian Research, and Capital Guardian U.S.
      Equity; 0.76% for EQ/Evergreen; 0.86% for EQ/Evergreen Foundation; and
      0.59% for MFS Growth with Income. Initial seed capital was invested on
      December 31, 1998 for the EQ/Evergreen, EQ/Evergreen Foundation, and MFS
      Growth with Income Portfolios. The EQ/Alliance Premier Growth, Capital
      Guardian Research, and Capital Guardian U.S. Equity Portfolios commenced
      operations on May 1, 1999.

      Each Portfolio may at a later date make a reimbursement to EQF for any of
      the management fees waived or limited and other expenses assumed and paid
      by EQF pursuant to the expense limitation agreement provided that, among
      other things, such Portfolio has reached sufficient size to permit such
      reimbursement to be made and provided that the Portfolio's current annual
      operating expenses do not exceed the operating expense limit determined
      for such Portfolio.


<PAGE>


- --------------------------------------------------------------------------------
14      Fee table
- --------------------------------------------------------------------------------


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

EXAMPLES

The examples below show the expenses that a hypothetical contract owner who has
purchased a Flexible Premium IRA or Flexible Premium Roth IRA contract would pay
in the two situations (surrender and nonsurrender) illustrated. The examples
show the expenses if (1) baseBUILDER is elected and (2) APO Plus is elected. We
assume that a $1,000 contribution is invested in one of the variable investment
options listed and a 5% annual return is earned on the assets in that option.(1)
The annual administrative charge is based on an estimated $10,000 average
account value at the end of the contract year and the maximum charge of $30, so
that the administrative charge per $1,000 is $3. Since the annual administrative
charge only applies under Flexible Premium IRA and Flexible Premium Roth IRA
contracts, the charges shown in the examples would be lower for the NQ, Rollover
IRA, Roth Conversion IRA, QP, and Rollover TSA contracts.

These examples should not be considered a representation of past or future
expenses for each option. 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.


                                   (1) EXPENSES REFLECTING BASEBUILDER ELECTION

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                                                  IF YOU SURRENDER YOUR CONTRACT AT THE END
                                                     OF EACH PERIOD SHOWN, THE EXPENSES
                                                                  WOULD BE:
                                              -------------------------------------------------
                                                 1 YEAR      3 YEARS      5 YEARS     10 YEARS
- -----------------------------------------------------------------------------------------------
<S>                                             <C>         <C>          <C>         <C>
 THE HUDSON RIVER TRUST OPTIONS
- -----------------------------------------------------------------------------------------------

Alliance Aggressive Stock                       $94.98      $132.84      $173.34     $307.10
Alliance Common Stock                           $93.19      $127.47      $164.38     $289.23
Alliance Conservative Investors                 $94.59      $131.65      $171.35     $303.16
Alliance Global                                 $96.37      $137.00      $180.25     $320.78
Alliance Growth & Income                        $95.08      $133.14      $173.83     $308.07
Alliance Growth Investors                       $94.78      $132.24      $172.34     $305.12
Alliance High Yield                             $95.58      $134.62      $176.30     $312.98
Alliance Intermediate Government Securities     $94.78      $132.24      $172.34     $305.12
Alliance International                          $99.85      $147.36      $197.38     $354.17
Alliance Money Market                           $93.00      $126.88      $163.38     $287.23
Alliance Small Cap Growth                       $98.76      $144.12      $192.03     $343.81
- -----------------------------------------------------------------------------------------------

 EQ ADVISORS TRUST OPTIONS
- -----------------------------------------------------------------------------------------------
EQ/Alliance Premier Growth                      $98.26      $142.63            -           -
BT Equity 500 Index                             $92.30      $124.78      $159.88     $280.19
BT International Equity Index                   $96.77      $138.19      $182.22     $324.65
BT Small Company Index                          $94.29      $130.75      $169.85     $300.17
Capital Guardian Research                       $96.27      $136.71            -           -
Capital Guardian U.S. Equity                    $96.27      $136.71            -           -
EQ/Evergreen                                    $97.27      $139.68            -           -
- -----------------------------------------------------------------------------------------------


<CAPTION>
- -----------------------------------------------------------------------------------------------
                                                  IF YOU DO NOT SURRENDER YOUR CONTRACT AT
                                                     THE END OF EACH PERIOD SHOWN, THE
                                                             EXPENSES WOULD BE:
                                              ------------------------------------------------
                                                 1 YEAR  3 YEARS     5 YEARS     10 YEARS
- -----------------------------------------------------------------------------------------------
 THE HUDSON RIVER TRUST OPTIONS
- -----------------------------------------------------------------------------------------------
<S>                                             <C>      <C>         <C>         <C>
Alliance Aggressive Stock                       $28.13   $ 86.31     $147.16     $311.98
Alliance Common Stock                           $26.34   $ 80.94     $138.21     $294.12
Alliance Conservative Investors                 $27.74   $ 85.13     $145.19     $308.05
Alliance Global                                 $29.52   $ 90.47     $154.07     $325.65
Alliance Growth & Income                        $95.08   $133.14     $173.83     $308.07
Alliance Growth Investors                       $27.93   $ 85.72     $146.17     $310.01
Alliance High Yield                             $28.73   $ 88.10     $150.14     $317.87
Alliance Intermediate Government Securities     $27.93   $ 85.72     $146.17     $310.01
Alliance International                          $33.00   $100.84     $171.21     $359.07
Alliance Money Market                           $26.15   $ 80.35     $137.22     $292.13
Alliance Small Cap Growth                       $31.91   $ 97.59     $165.86     $348.69
- -----------------------------------------------------------------------------------------------

 EQ ADVISORS TRUST OPTIONS
- -----------------------------------------------------------------------------------------------
EQ/Alliance Premier Growth                      $31.41   $96.11            -           -
BT Equity 500 Index                             $25.45   $78.25      $133.71     $285.07
BT International Equity Index                   $29.92   $91.66      $156.05     $329.53
BT Small Company Index                          $27.44   $84.23      $143.69     $305.09
Capital Guardian Research                       $29.42   $90.17            -           -
Capital Guardian U.S. Equity                    $29.42   $90.17            -           -
EQ/Evergreen                                    $30.42   $93.15            -           -
- -----------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
                                                               FEE TABLE      15
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                                              IF YOU SURRENDER YOUR CONTRACT AT THE END
                                                 OF EACH PERIOD SHOWN, THE EXPENSES
                                                               WOULD BE:
                                         -------------------------------------------------
                                            1 YEAR      3 YEARS      5 YEARS     10 YEARS
- -----------------------------------------------------------------------------------------------
<S>                                        <C>          <C>          <C>         <C>
EQ/Evergreen Foundation                    $ 96.27      $136.71            -           -
MFS Emerging Growth Companies              $ 95.28      $133.74      $174.83     $310.05
MFS Growth with Income                     $ 95.28      $133.74            -           -
MFS Research                               $ 95.28      $133.74      $174.83     $310.05
Merrill Lynch Basic Value Equity           $ 95.28      $133.74      $174.83     $310.05
Merrill Lynch World Strategy               $ 98.76      $144.12      $192.03     $343.81
Morgan Stanley Emerging Markets Equity     $104.22      $160.29      $218.58     $394.59
EQ/Putnam Balanced                         $ 95.78      $135.22      $177.29     $314.94
EQ/Putnam Growth & Income Value            $ 95.28      $133.74      $174.83     $310.05
T. Rowe Price Equity Income                $ 95.28      $133.74      $174.83     $310.05
T. Towe Price International Stock          $ 98.76      $144.12      $192.03     $343.81
Warburg Pincus Small Company Value         $ 96.77      $138.19      $182.22     $324.65
- -----------------------------------------------------------------------------------------------


<CAPTION>
- -----------------------------------------------------------------------------------------------
                                              IF YOU DO NOT SURRENDER YOUR CONTRACT AT
                                                 THE END OF EACH PERIOD SHOWN, THE
                                                          EXPENSES WOULD BE:
                                         ------------------------------------------------
                                            1 YEAR     3 YEARS     5 YEARS      10 YEARS
- -----------------------------------------------------------------------------------------------
<S>                                         <C>         <C>        <C>          <C>
EQ/Evergreen Foundation                     $29.42     $ 90.17           -            -
MFS Emerging Growth Companies               $28.43     $ 87.20     $148.64      $314.93
MFS Growth with Income                      $28.43     $ 87.20           -            -
MFS Research                                $28.43     $ 87.20     $148.64      $314.93
Merrill Lynch Basic Value Equity            $28.43     $ 87.20     $148.64      $314.93
Merrill Lynch World Strategy                $31.91     $ 97.59     $165.86      $348.69
Morgan Stanley Emerging Markets Equity      $37.37     $113.76     $192.41      $399.49
EQ/Putnam Balanced                          $28.93     $ 88.70     $151.13      $319.83
EQ/Putnam Growth & Income Value             $28.43     $ 87.20     $148.64      $314.93
T. Rowe Price Equity Income                 $28.43     $ 87.20     $148.64      $314.93
T. Towe Price International Stock           $31.91     $ 97.59     $165.86      $348.69
Warburg Pincus Small Company Value          $29.92     $ 91.66     $156.05      $329.53
- -----------------------------------------------------------------------------------------------
</TABLE>

                                    (2) EXPENSES REFLECTING APO PLUS ELECTION


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                            IF YOU SURRENDER YOUR CONTRACT AT THE END         IF YOU DO NOT SURRENDER YOUR CONTRACT AT
                               OF EACH PERIOD SHOWN, THE EXPENSES                THE END OF EACH PERIOD SHOWN, THE
                                            WOULD BE:                                    EXPENSES WOULD BE:
                        ------------------------------------------------- ------------------------------------------------
                           1 YEAR      3 YEARS      5 YEARS     10 YEARS     1 YEAR     3 YEARS     5 YEARS      10 YEARS
- --------------------------------------------------------------------------------------------------------------------------
<S>                       <C>         <C>          <C>         <C>          <C>        <C>         <C>          <C>
Alliance Common Stock     $93.19      $121.20      $151.48     $258.02      $23.19     $71.20      $121.48      $258.02
Alliance Equity Index     $92.70      $119.71      $148.97     $252.93      $22.70     $69.71      $118.97      $252.93
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

- ----------
(1)   The amount accumulated from the $1,000 contribution could not be paid in
      the form of an annuity payout option at the end of any of the periods
      shown in the examples. This is because if the amount applied to purchase
      an annuity payout option is less than $2,000, or the initial payment is
      less than $20, we may pay the amount to you in a single sum instead of as
      payments under an annuity payout option. See "Accessing your money."


IF YOU ELECT AN ANNUITY PAYOUT OPTION:

Assuming an annuity payout option could be issued (see note (1) above), and you
elect a life annuity payout option, the expenses shown in the example for "if
you do not surrender your contract" would, in each case, be increased by $4.43
based on the average amount applied to annuity payout options in 1998. See
"Annuity administrative fee" under "Charges and expenses."


CONDENSED FINANCIAL INFORMATION

Please see Appendix I, at the end of this prospectus for the unit values and the
number of units outstanding as of the end of the periods shown for each of the
variable investment options.


<PAGE>

- --------------------------------------------------------------------------------
16      Contract features and benefits
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
1
Contract features and benefits
- --------------------------------------------------------------------------------


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

HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT

You may purchase a contract by making payments to us we call "contributions." We
require a minimum contribution amount for each type of contract. The following
table summarizes our rules regarding contributions to your contract. All ages in
the table refer to the age of the annuitant named in the contract.

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

The "annuitant" is the person who is the measuring life for determining contract
benefits. The annuitant is not necessarily the contract owner.

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
               AVAILABLE
CONTRACT       FOR ANNUITANT    MINIMUM                                                         LIMITATIONS ON
TYPE           ISSUE AGES       CONTRIBUTIONS                        SOURCE OF CONTRIBUTIONS    CONTRIBUTIONS
- ------------------------------------------------------------------------------------------------------------------------------
<S>           <C>             <C>                                  <C>                        <C>
 NQ           0 through 83    o $5,000 (initial)                   o After-tax money.         o No additional
                                                                                                contributions after
                              o $1,000 (additional)                o Paid to us by check or     age 84.
                                                                     transfer of contract
                                                                     value in a tax-deferred
                                                                     exchange under Section
                                                                     1035 of the Internal
                                                                     Revenue Code.

- ------------------------------------------------------------------------------------------------------------------------------
 Flexible     20 through 70   o $2,000 (initial)                   o "Regular" IRA            o No additional regular
 Premium IRA                                                         contributions.             IRA contributions in the
                              o $50 (additional after                                           calendar year you turn
                                the first contract year)            o Rollovers from a          age 70 1/2 and
                                                                      qualified plan.           thereafter.
                                                                    
                                                                   o Rollovers from a TSA.    o Total regular     
                                                                                                contributions may 
                                                                   o Rollovers from another     not exceed $2,000 
                                                                     traditional individual     each year.        
                                                                     retirement arrangement.  
                                                                   
                                                                    o Direct custodian-       o No additional rollover
                                                                      to-custodian transfers    or direct transfer
                                                                      from another              contributions after
                                                                      traditional individual    age 71.
                                                                      retirement arrangement.
                                                                                              o Rollover and direct
                                                                                                transfer contributions
                                                                                                after age 70 1/2 must
                                                                                                be net of required
                                                                                                minimum distributions.

                              Although we accept rollover and direct transfer contributions under the Flexible Premium IRA
                              contract, we intend that this contract be used for ongoing regular contributions.
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
17      Contract features and benefits
- --------------------------------------------------------------------------------


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


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                 AVAILABLE
CONTRACT         FOR ANNUITANT   MINIMUM                                                      LIMITATIONS ON
TYPE             ISSUE AGES      CONTRIBUTIONS                     SOURCE OF CONTRIBUTIONS    CONTRIBUTIONS
- ------------------------------------------------------------------------------------------------------------------------------
<S>             <C>             <C>                               <C>                        <C>
 Rollover IRA   20 through 83   o  $5,000 (initial)               o Rollovers from a         o No additional rollover
                                                                    qualified plan.            or direct transfer
                                o  $1,000 (additional)                                         contributions after
                                                                  o Rollovers from a TSA.      age 84.

                                                                  o Rollovers from another   
                                                                    traditional individual   o Contributions after
                                                                    retirement                 age 70 1/2 must be net
                                                                    arrangement.               of required minimum
                                                                                               distributions.
                                                                  o Direct
                                                                    custodian-to-custodian   o Regular IRA
                                                                    transfers from another     contributions are not
                                                                    traditional individual     permitted.
                                                                    retirement            
                                                                    arrangement.                                   
                                                                    
                                                                  
                                                                  
                                Only rollover and direct transfer contributions are permitted under the Rollover IRA contract.
- ------------------------------------------------------------------------------------------------------------------------------

 Flexible       20 through 83   o  $2,000 (initial)               o "Regular" after-tax      o No additional regular
 Premium                                                            contributions.             after-tax contributions
 Roth IRA                       o  $50 (additional after                                       after age 84.
                                   the first contract year)                                    
                                                                  o Rollovers from another
                                                                    Roth IRA.                o No additional rollover
                                                                                               or direct transfer
                                                                  o Conversion rollovers       contributions after
                                                                    from a traditional IRA.    age 84.
                                                                                             
                                                                  o Direct transfers from
                                                                    another Roth IRA.        o Contributions are
                                                                                               subject to income
                                                                                               limits. See "Tax
                                                                                               information --
                                                                                               Contributions to
                                                                                               Roth IRAs."

                                Although we accept rollover and direct transfer contributions under the Flexible Premium Roth
                                IRA contract, we intend that this contract be used for ongoing regular contributions.
- ------------------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
18      Contract features and benefits
- --------------------------------------------------------------------------------

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


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                  AVAILABLE
 CONTRACT         FOR ANNUITANT    MINIMUM                                                         LIMITATIONS ON
 TYPE             ISSUE AGES       CONTRIBUTIONS                       SOURCE OF CONTRIBUTIONS     CONTRIBUTIONS
- ------------------------------------------------------------------------------------------------------------------------------
<S>              <C>             <C>                                  <C>                        <C>
 Roth            20 through 83   o  $5,000 (initial)                  o Rollovers from another   o No additional rollover
 Conversion IRA                                                         Roth IRA.                  or direct transfer
                                 o  $1,000 (additional)                                            contributions after
                                                                      o Conversion rollovers       age 84.
                                                                        from a traditional IRA.
                                                                                                 o Conversion rollovers
                                                                      o Direct transfers from      after age 70 1/2 must be
                                                                        another Roth IRA.          net of required
                                                                                                   minimum distributions
                                                                                                   for the traditional IRA
                                                                                                   you are rolling over.

                                                                                                 o You cannot roll over
                                                                                                   funds from a traditional
                                                                                                   IRA if your adjusted
                                                                                                   gross income is
                                                                                                   $100,000 or more.

                                                                                                 o Regular after-tax
                                                                                                   contributions are not
                                                                                                   permitted.

                                 Only rollover and direct transfer contributions are permitted under the Roth Conversion IRA
                                 contract.
- ------------------------------------------------------------------------------------------------------------------------------

 QP              20 through 75   o  $5,000 (initial)                  o Only transfer            o Regular ongoing
                                                                        contributions from an      payroll contributions
                                 o  $1,000 (additional)                 existing qualified plan    are not permitted.
                                                                        trust as a change of       
                                                                        investment vehicle       o No additional transfer
                                                                        under the plan.            contributions after
                                                                                                   age 76.

                                                                      o The plan must be         o For defined benefit   
                                                                        qualified under Section    plans, employee       
                                                                        401(a) of the Internal     contributions are not 
                                                                        Revenue Code.              permitted.            

                                                                      o For 401(k) plans,        o Contributions after     
                                                                        transferred                age 70 1/2 must be net 
                                                                        contributions may only     of any required         
                                                                        include employee           minimum distributions.  
                                                                        pre-tax contributions.   
                                                                        
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
                                          Contract features and benefits      19
- --------------------------------------------------------------------------------


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


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                 AVAILABLE
 CONTRACT        FOR ANNUITANT        MINIMUM                                                         LIMITATIONS ON
 TYPE            ISSUE AGES           CONTRIBUTIONS                        SOURCE OF CONTRIBUTIONS    CONTRIBUTIONS
- ------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                 <C>                                  <C>                        <C>
 Rollover TSA   20 through 83       o  $ 5,000 (initial)                o Rollovers from another   o No additional rollover
                                                                          TSA contract or            or direct transfer
                                    o  $ 1,000 (additional)               arrangement.               contributions after
                                                                                                     age 84.
                                                                        o Rollovers from a
                                                                          traditional IRA which    o Contributions after age
                                                                          was a "conduit" for        70 1/2 must be net of
                                                                          TSA funds previously       required minimum
                                                                          rolled over.               distributions.

                                                                        o Direct transfers from
                                                                          another contract or
                                                                          arrangement under
                                                                          Section 403(b) of the
                                                                          Internal Revenue Code,
                                                                          complying with IRS
                                                                          Revenue Ruling 90-24.
- ------------------------------------------------------------------------------------------------------------------------------

 Rollover       53 1/2 through 83   o  $10,000 (initial)                o Rollovers from a         o Additional rollover or
 IRA or                                                                   qualified plan.            direct transfer
 Flexible                           o  $ 1,000 (additional)                                          contributions may be
 Premium                                                                                             made until the earlier    
 IRA with                                                               o Rollovers from a TSA.      of age 84 or within       
 Assured                                                                                             seven years from the      
 Payment                                                                o Rollovers from another     end of the fixed period.  
 Option or                                                                traditional individual                                
 APO Plus                                                                 retirement               o Contributions after age 
                                                                          arrangement.               70 1/2 must be net of    
                                                                                                     required minimum          
                                                                        o Direct                     distributions.            
                                                                          custodian-to-custodian      
                                                                          transfers from another     
                                                                          traditional individual
                                                                          retirement
                                                                          arrangement.
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See "Tax information" for a more detailed discussion of sources of contributions
and certain contribution limitations. We may refuse to accept any contribution
if the sum of all contributions under all Equitable Accumulator contracts with
the same annuitant would then total more than $1,500,000. We reserve the right
to limit aggregate contributions made after the first contract year to 150% of
first-year contributions. We may also refuse to accept any contribution if the
sum of all contributions under all Equitable Life annuity accumulation contracts
that you own would then total more than $2,500,000.

For information on when contributions are credited under your contract see
"Dates and prices at which contract events occur" later in this prospectus.


<PAGE>


- --------------------------------------------------------------------------------
20      Contract features and benefits
- --------------------------------------------------------------------------------


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

 OWNER AND ANNUITANT REQUIREMENTS

 Under NQ contracts, the annuitant can be different than the owner. A joint
 owner may also be named. Only natural persons can be joint owners. This means
 that an entity such as a corporation cannot be a joint owner.

 Under all IRA and Rollover TSA contracts, the owner and annuitant must be the
 same person.

 Under QP contracts, the owner must be the trustee of the qualified plan and
 the annuitant must be the plan participant/employee. See Appendix II for more
 information on QP contracts.

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

 A participant is an individual who is currently, or was formerly participating
 in an eligible employer's QP or TSA plan.

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

 HOW YOU CAN MAKE YOUR CONTRIBUTIONS


 Except as noted below, contributions must be by check drawn on a bank in the
 U.S. clearing through the Federal Reserve System, in U.S. dollars, and made
 payable to Equitable Life. We do not accept third party checks endorsed to us
 except for rollover contributions, tax-free exchanges or trustee checks that
 involve no refund. All checks are subject to our ability to collect the funds.
 We reserve the right to reject a payment if it is received in an unacceptable
 form.

 Additional contributions may also be made under our automatic investment
 program. This method of payment is discussed in detail under "More information"
 later in this prospectus.

 Your initial contribution must generally be accompanied by an application and
 any other form we need to process the payments. If any information is missing
 or unclear, we will try to obtain that information. If we are unable to obtain
 all of the information we require within five business days after we receive an
 incomplete application or form, we will inform the Equitable associate
 submitting the application on your behalf. We will then return the contribution
 to you unless you specifically direct us to keep your contribution until we
 receive the required information.

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

 Our "business day" is any day the New York Stock Exchange is open for trading.

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

 Section 1035 exchanges


 You may apply the value of an existing nonqualified deferred annuity contract
 (or life insurance or endowment contract) to purchase an Equitable Accumulator
 NQ contract in a tax-free exchange if you follow certain procedures as shown in
 the form that we require you to use. Also see "Tax information" later in this
 prospectus.


 WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT?

 Your investment options are the variable investment options, the fixed maturity
 options, and the account for special dollar cost averaging.


 Variable investment options

 Your investment results in any one of the 30 variable investment options will
 depend on the investment performance of the underlying Portfolios. Listed
 below are the currently available Portfolios, their investment objectives, and
 their advisers.

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

     You can choose among 30 variable investment options.

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


<PAGE>


- --------------------------------------------------------------------------------
                                          Contract features and benefits      21
- --------------------------------------------------------------------------------


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


<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------
                                         PORTFOLIOS OF THE HUDSON RIVER TRUST
- ----------------------------------------------------------------------------------------------------------------------
 PORTFOLIO NAME                     OBJECTIVE                                         ADVISER
- ----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                                               <C>
 Alliance Aggressive Stock         Long-term growth of capital                       Alliance Capital Management L.P.
- ----------------------------------------------------------------------------------------------------------------------
 Alliance Common Stock             Long-term growth of capital and increasing        Alliance Capital Management L.P.
                                   income
- ----------------------------------------------------------------------------------------------------------------------
 Alliance Conservative Investors   High total return without, in the adviser's       Alliance Capital Management L.P.
                                   opinion, undue risk to principal
- ----------------------------------------------------------------------------------------------------------------------
 Alliance Equity Index             Total return (before deduction of Portfolio       Alliance Capital Management L.P.
 (available only under APO Plus)   expenses) that approximates the total return
                                   performance of the Standard & Poor's 500
                                   Composite Index
- ----------------------------------------------------------------------------------------------------------------------
 Alliance Global                   Long-term growth of capital                       Alliance Capital Management L.P.
- ----------------------------------------------------------------------------------------------------------------------
 Alliance Growth & Income          High total return through a combination of        Alliance Capital Management L.P.
                                   current income and capital appreciation
- ----------------------------------------------------------------------------------------------------------------------
 Alliance Growth Investors         High total return consistent with the adviser's   Alliance Capital Management L.P.
                                   determination of reasonable risk
- ----------------------------------------------------------------------------------------------------------------------
 Alliance High Yield               High return by maximizing current income and,     Alliance Capital Management L.P.
                                   to the extent consistent with that objective,
                                   capital appreciation
- ----------------------------------------------------------------------------------------------------------------------
 Alliance Intermediate             High current income consistent with relative      Alliance Capital Management L.P.
  Government Securities            stability of principal
- ----------------------------------------------------------------------------------------------------------------------
 Alliance International            Long-term growth of capital                       Alliance Capital Management L.P.
- ----------------------------------------------------------------------------------------------------------------------
 Alliance Money Market             High level of current income while preserving     Alliance Capital Management L.P.
                                   assets and maintaining liquidity
- ----------------------------------------------------------------------------------------------------------------------
 Alliance Small Cap Growth         Long-term growth of capital                       Alliance Capital Management L.P.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                          PORTFOLIOS OF EQ ADVISORS TRUST
- --------------------------------------------------------------------------------------------------------------------
 PORTFOLIO NAME                   OBJECTIVE                                         ADVISER
- --------------------------------------------------------------------------------------------------------------------
<S>                              <C>                                               <C>
 EQ/Alliance Premier Growth      Long-term growth of capital                       Alliance Capital Management L.P.
- --------------------------------------------------------------------------------------------------------------------
 BT Equity 500 Index             Replicate as closely as possible (before          Bankers Trust Company
                                 deduction of Portfolio expenses) the total
                                 return of the Standard & Poor's 500
                                 Composite Stock Price Index
- --------------------------------------------------------------------------------------------------------------------
 BT International Equity Index   Replicate as closely as possible (before          Bankers Trust Company
                                 deduction of Portfolio expenses) the total
                                 return of the Morgan Stanley Capital
                                 International Europe, Australia, Far East Index
- --------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


- --------------------------------------------------------------------------------
22      Contract features and benefits
- --------------------------------------------------------------------------------


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


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                 PORTFOLIOS OF EQ ADVISORS TRUST
- --------------------------------------------------------------------------------------------------------------------------------
 PORTFOLIO NAME                      OBJECTIVE                                          ADVISER
- ----------------------------------- -------------------------------------------------- -----------------------------------------
<S>                                 <C>                                                <C>
 BT Small Company Index             Replicate as closely as possible (before           Bankers Trust Company
                                    deduction of Portfolio expenses) the total
                                    return of the Russell 2000 Index
- --------------------------------------------------------------------------------------------------------------------------------
 Capital Guardian Research*         Long-term growth of capital                        Capital Guardian Trust Company
- --------------------------------------------------------------------------------------------------------------------------------
 Capital Guardian U.S. Equity*      Long-term growth of capital                        Capital Guardian Trust Company
- --------------------------------------------------------------------------------------------------------------------------------
 EQ/Evergreen                       Capital appreciation                               Evergreen Asset Management Corp.
- --------------------------------------------------------------------------------------------------------------------------------
 EQ/Evergreen Foundation            In order of priority, reasonable income,           Evergreen Asset Management Corp.
                                    conservation of capital, and capital appreciation
- --------------------------------------------------------------------------------------------------------------------------------
 MFS Emerging Growth                Long-term capital growth                           Massachusetts Financial Services Company
  Companies
- --------------------------------------------------------------------------------------------------------------------------------
 MFS Growth with Income             Reasonable current income and long-term            Massachusetts Financial Services Company
                                    growth of capital and income
- --------------------------------------------------------------------------------------------------------------------------------
 MFS Research                       Long-term growth of capital and future income      Massachusetts Financial Services Company
- --------------------------------------------------------------------------------------------------------------------------------
 Merrill Lynch Basic Value Equity   Capital appreciation and secondarily, income       Merrill Lynch Asset Management, L.P.
- --------------------------------------------------------------------------------------------------------------------------------
 Morgan Stanley Emerging            Long-term capital appreciation                     Morgan Stanley Asset Management
  Markets Equity
- --------------------------------------------------------------------------------------------------------------------------------
 EQ/Putnam Balanced                 Balanced investment                                Putnam Investment Management, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
 EQ/Putnam Growth & Income          Capital growth, current income is a secondary      Putnam Investment Management, Inc.
  Value                             objective
- --------------------------------------------------------------------------------------------------------------------------------
 Merrill Lynch World Strategy       High total investment return                       Merrill Lynch Asset Management, L.P.
- --------------------------------------------------------------------------------------------------------------------------------
 T. Rowe Price Equity Income        Substantial dividend income and also capital       T. Rowe Price Associates, Inc.
                                    appreciation
- --------------------------------------------------------------------------------------------------------------------------------
 T. Rowe Price International        Long-term growth of capital                        Rowe Price-Fleming International, Inc.
  Stock
- --------------------------------------------------------------------------------------------------------------------------------
 Warburg Pincus Small Company       Long-term capital appreciation                     Warburg Pincus Asset Management, Inc.
  Value
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     May not currently be available in all states.


<PAGE>

- --------------------------------------------------------------------------------
                                          Contract features and benefits      23
- --------------------------------------------------------------------------------


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

 Other important information about the Portfolios is included in the separate
 prospectuses for The Hudson River Trust and EQ Advisors Trust attached at the
 end of this prospectus.

 See "Proposed substitution of Portfolios" under "More information" for
 information regarding the proposed substitution of newly created Portfolios of
 EQ Advisors Trust for the Portfolios of The Hudson River Trust currently
 available under the variable investment options.

 Fixed maturity options

 We offer fixed maturity options with maturity dates ranging from one to ten
 years. You can allocate your contributions to one or more of these fixed
 maturity options. Under the Assured Payment Option and APO Plus, we offer
 additional fixed maturity options with maturity dates ranging from eleven to
 fifteen years. We provide distributions during the fixed period under the
 Assured Payment Option and APO Plus by allocating your contributions to fixed
 maturity options that mature in consecutive order. These amounts become part of
 our general account assets. They will accumulate interest at the "rate to
 maturity" for each fixed maturity option. The total amount you allocate to and
 accumulate in each fixed maturity option is called the "fixed maturity amount."

 The fixed maturity options are generally not available in contracts issued in
 Maryland. In Maryland the fixed maturity options are only available under the
 Assured Payment Option and APO Plus which are issued as separate contracts
 rather than as a part of a Rollover IRA or Flexible Premium IRA contract. See
 Appendix VI for more information on the Assured Payment Option and APO Plus
 contracts available in Maryland.

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

 Fixed maturity options ranging from one to ten years to maturity. Assured
 Payment Option and APO Plus offer additional fixed maturity options for years
 eleven to fifteen.

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

 The rate to maturity you will receive for each fixed maturity option is the
 rate to maturity in effect for new contributions allocated to that fixed
 maturity option on the date we apply your contribution. If you make any
 withdrawals or transfers from a fixed maturity option before the maturity date,
 we will make a "market value adjustment" that may increase or decrease any
 fixed maturity amount you have left in that fixed maturity option. We will
 discuss the market value adjustment below and in greater detail later in this
 prospectus under "More information."

 On the maturity date of a fixed maturity option your fixed maturity amount,
 assuming you have not made any withdrawals or transfers, will equal your
 contribution to that fixed maturity option plus interest, at the rate to
 maturity for that contribution, to the date of the calculation. This is the
 fixed maturity option's "maturity value." Before maturity, the current value we
 will report for your fixed maturity amounts will reflect a market value
 adjustment. It will reflect the market value adjustment that we would make if
 you were to withdraw all of your fixed maturity amounts on the date of the
 report. We call this your "market adjusted amount."

 Fixed maturity options and maturity dates. We currently offer fixed maturity
 options ending on February 15th for each of the maturity years 2000 through
 2009. Not all of these fixed maturity options will be available for annuitant
 ages 76 and older. See "Allocating your contributions" below. As fixed maturity
 options expire, we expect to add maturity years so that generally 10 are
 available at any time.

 Under the Assured Payment Option and APO Plus, we offer additional fixed
 maturity options ending on February 15th for each of the maturity years 2010
 through 2014.

 We will not accept allocations to a fixed maturity option if on the date the
 contribution is to be applied:

 o  the fixed maturity option's maturity date is within the current calendar
    year; or

 o  the rate to maturity is 3%; or
<PAGE>

- --------------------------------------------------------------------------------
24      Contract features and benefits
- --------------------------------------------------------------------------------


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

 o  for annuitants ages 76 or older, the fixed maturity option's maturity date
    is later than the February 15th immediately following the date annuity
    payments are to begin.

 Options at maturity date. We will notify you on or before December 31st of the
 year before each of your fixed maturity options is scheduled to mature. At that
 time, you may choose to have one of the following options take place on the
 maturity date, as long as none of the conditions listed above or in "Allocating
 your contributions," below would apply:

 (a) transfer the maturity value into another available fixed maturity
     option, or into any of the variable investment options; or

 (b) withdraw the maturity value (there may be a withdrawal charge).

 If we do not receive your choice on or before the fixed maturity option's
 maturity date, we will automatically transfer your maturity value into the
 fixed maturity option that will mature next.


 Rates to maturity and price per $100 of maturity value

 We can determine the amount required to be allocated to one or more fixed
 maturity options in order to produce specified maturity values. For example, we
 can tell you how much you need to allocate per $100 of maturity value.

 The rates to maturity for new allocations as of April 1, 1999 and the related
 price per $100 of maturity value were as follows:



- -----------------------------------------------------------------
   FIXED MATURITY
   OPTIONS WITH
   FEBRUARY 15TH         RATE TO MATURITY          PRICE
 MATURITY DATE OF            AS OF              PER $100 OF
   MATURITY YEAR         APRIL 1, 1999        MATURITY VALUE
- -----------------------------------------------------------------
       2000                   3.25%               $97.23
       2001                   4.04%               $92.83
       2002                   4.33%               $88.51
       2003                   4.46%               $84.43
       2004                   4.52%               $80.60
       2005                   4.67%               $76.45
       2006                   4.77%               $72.56
       2007                   4.79%               $69.16
       2008                   4.87%               $65.55
       2009                   4.97%               $61.91
- -----------------------------------------------------------------

 Available under the Assured Payment Option and APO Plus



- -----------------------------------------------------------------
   FIXED MATURITY
   OPTIONS WITH
   FEBRUARY 15TH         RATE TO MATURITY          PRICE
 MATURITY DATE OF            AS OF              PER $100 OF
   MATURITY YEAR         APRIL 1, 1999         MATURITY VALUE
- -----------------------------------------------------------------
       2010                   4.90%                $59.41
       2011                   4.90%                $56.63
       2012                   4.90%                $53.99
       2013                   4.90%                $51.46
       2014                   4.90%                $49.05
- -----------------------------------------------------------------

 Market value adjustment. If you make any withdrawals (including transfers,
 surrender of your contract or when we make deductions for charges) from a fixed
 maturity option before it matures we will make a market value adjustment, which
 will increase or decrease any fixed maturity amount you have in that fixed
 maturity option. The amount of the adjustment will depend on two factors:

 (a) the difference between the rate to maturity that applies to the amount
     being withdrawn and the rate to maturity in effect at that time for new
     allocations to that same fixed maturity option, and

 (b) the length of time remaining until the maturity date.

 In general, if interest rates rise from the time that you originally allocate
 an amount to a fixed maturity option to the time that you take a withdrawal,
 the market value adjustment will be negative. Likewise, if interest rates drop
 at the end of that time, the market value adjustment will be positive. Also,
 the amount of the market value adjustment, either up or down, will be greater
 the longer the time remaining until the fixed maturity option's maturity date.
 Therefore, it is possible that the market value adjustment could greatly reduce
 your value in the fixed maturity options, particularly in the fixed maturity
 options with later maturity dates.


 We provide an explanation of how we calculate the market value adjustment and
 information concerning our general account and investments purchased with
 amounts allocated to the fixed maturity options, under "More information"


<PAGE>

- --------------------------------------------------------------------------------
                                          Contract features and benefits      25
- --------------------------------------------------------------------------------


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

 later in this prospectus. Appendix III of this prospectus provides an example
 of how the market value adjustment is calculated.

 Separate account for the fixed maturity options. Amounts allocated to the fixed
 maturity options are held in a "nonunitized" separate account we have
 established under the New York Insurance Law. This separate account provides an
 additional measure of assurance that we will make full payment of amounts due
 under the fixed maturity options. We provide additional information about this
 separate account later in this prospectus under "More information."

 Off maturity date payments. Under Assured Payment Option and APO Plus, you may
 choose to receive payments monthly, quarterly or annually. If you choose annual
 payments, generally your payments will be made on February 15th as each fixed
 maturity option matures. You may instead choose to have your annual payments
 made in a month other than February. We refer to payments we make on an annual
 basis in any month other than February and monthly or quarterly payments, as
 payments made "off maturity dates." If you choose to have your payments made
 off maturity dates, we will be required to begin making your payments before
 the maturity date of a fixed maturity option. In planning for these payments we
 will allocate a portion of your initial contribution or account value to the
 separate account for the fixed maturity options, but not to the fixed maturity
 options contained in the separate account. We will credit these amounts with
 interest at rates that will not be less than 3%.

 After that, as each fixed maturity option expires we will transfer your
 maturity value from the expired fixed maturity option and hold the maturity
 value in the separate account. We will credit interest to these amounts at the
 same rate as the rate to maturity that was credited in the expired fixed
 maturity option. These amounts will then be used to provide for payments off
 maturity dates during the fixed period.

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

 Whether you choose monthly, quarterly, or annual payments, your payments will
 be made on the 15th day of the month.

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

 We will not make a market value adjustment to the amounts held in the separate
 account to provide for payments off maturity dates.


 Account for special dollar cost averaging

 The account for special dollar cost averaging is part of our general account.
 We pay interest at guaranteed rates in this account. We will credit interest to
 the amounts that you have in the account for special dollar cost averaging
 every day. We set the interest rates periodically, according to procedures that
 we have. We reserve the right to change these procedures.

 The account for special dollar cost averaging is available for allocation of
 your initial contribution only under the special dollar cost averaging program.
 It is available only for the first year of your contract. We will guarantee to
 pay our current interest rate that is in effect on the date that your
 contribution is allocated to this account. Your guaranteed interest rate will
 be shown in your contract. The rate will never be less than 3%. See "Allocating
 your contributions," below for the rules and restrictions that apply to the
 special dollar cost averaging program.


<PAGE>

- --------------------------------------------------------------------------------
26      Contract features and benefits
- --------------------------------------------------------------------------------


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

THE CONTRACT FEATURES AND BENEFITS DESCRIBED BELOW DO NOT APPLY WHEN THE ASSURED
PAYMENT OPTION OR APO PLUS IS IN EFFECT UNDER A ROLLOVER IRA OR FLEXIBLE PREMIUM
IRA CONTRACT. FOR INFORMATION REGARDING YOUR CONTRACT BENEFITS UNDER THE ASSURED
PAYMENT OPTION OR APO PLUS, SEE "ACCESSING YOUR MONEY ASSURED PAYMENT OPTION AND
APO PLUS."

 ALLOCATING YOUR CONTRIBUTIONS

 You may choose from among three ways to allocate your contributions under your
 contract: self-directed, principal assurance or dollar cost averaging.

 Self-directed allocation

 You may allocate your contributions to one or more, or all, of the variable
 investment options and fixed maturity options. Allocations must be in whole
 percentages and you may change your allocations at any time. However, the total
 of your allocations must equal 100%. If the annuitant is age 76 or older, you
 may allocate contributions to fixed maturity options if their maturities are
 five years or less. Also, you may not allocate amounts to fixed maturity
 options with maturity dates that are later than the February 15th immediately
 following the date annuity payments are to begin.

 Principal assurance allocation

 Under this allocation program you select a fixed maturity option. We specify
 the portion of your initial contribution to be allocated to that fixed maturity
 option in an amount that will cause the maturity value to equal the amount of
 your entire initial contribution on the fixed maturity option's maturity date.
 The maturity date you select generally may not be later than 10 years, or
 earlier than seven years from your contract date. You allocate the rest of your
 contribution to the variable investment options however you choose.

 For example, if your initial contribution is $10,000, and on April 1, 1999 you
 chose the fixed maturity option with a maturity date of February 15, 2009,
 since the rate to maturity was 4.97% on April 1, 1999, we would have allocated
 $6,191.16 to that fixed maturity option and the balance to your choice of
 variable investment options. On the maturity date your value in the fixed
 maturity option would be $10,000.

 The principal assurance allocation is only available for annuitant ages 75 or
 younger when the contract is issued. If you are purchasing a Rollover IRA,
 Flexible Premium IRA, QP or Rollover TSA contract, before you select a maturity
 year that would extend beyond the year in which you will reach age 70 1/2, you
 should consider whether your value in the variable investment options, or your
 other traditional IRA or TSA funds are sufficient to meet your required minimum
 distributions. See "Tax information."

 Dollar cost averaging

 We offer two dollar cost averaging programs. Each program allows you to
 gradually allocate amounts to the variable investment options by periodically
 transferring approximately the same dollar amount to the variable investment
 options you select. This will cause you to purchase more units if the unit's
 value is low and fewer units if the unit's value is high. Therefore, you may
 get a lower average cost per unit over the long term. These plans of
 investing, however, do not guarantee that you will earn a profit or be
 protected against losses.

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

 Units measure your value in each variable investment option.

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

 Special dollar cost averaging programs. You may dollar cost average from the
 account for special dollar cost averaging into any of the variable investment
 options. You must allocate your entire initial contribution into the account.
 We will transfer your value in the account for special dollar cost averaging
 into the variable investment options that you select over the next 12 months.
 The transfer date will be the same day of the month as the contract date, but
 not later than the 28th. All amounts will
<PAGE>


- --------------------------------------------------------------------------------
                                          Contract features and benefits      27
- --------------------------------------------------------------------------------


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

 be transferred out by the end of the first contract year. You may not allocate
 additional contributions to the account for special dollar cost averaging.

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

 The account for special dollar cost averaging provides guaranteed interest.

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

 The only amounts that should be transferred from the account for special dollar
 cost averaging are your regularly scheduled monthly transfers to the variable
 investment options. If you request to transfer or withdraw any other amounts,
 we will transfer all of the value that you have remaining in the account for
 special dollar cost averaging to the investment options according to the
 allocation percentages we have on file for you. As a result, you will no longer
 be able to participate in the special dollar cost averaging program. You may
 also ask us to cancel your participation at any time.

 If the account for special dollar cost averaging is not available in your
 state, we offer a special dollar cost averaging program in the Alliance Money
 Market option. Under this program we will not deduct the mortality and expense
 risks and administrative charges from assets in the Alliance Money Market
 option. You may not allocate amounts other than your initial contribution to
 this program, which is in effect only for your first contract year. We reserve
 the right to discontinue offering the Alliance Money Market special dollar cost
 averaging program for new contracts once the account for special dollar cost
 averaging becomes available in a state. Your Equitable associate can provide
 information about state availability. You may also contact us directly.

 General dollar cost averaging program. If your value in the Alliance Money
 Market option is at least $5,000, you may choose, at any time, to have a
 specified dollar amount or percentage of your value transferred from that
 option to the other variable investment options. You can select to have
 transfers made on a monthly, quarterly or annual basis. The transfer date will
 be the same calendar day of the month as the contract date, but not later than
 the 28th day of the month.

 The minimum amount that we will transfer each time is $250. The maximum amount
 we will transfer is equal to your value in the Alliance Money Market option at
 the time the program is elected, divided by the number of transfers scheduled.

 If, on any transfer date, your value in the Alliance Money Market option is
 equal to or less than the amount you have elected to have transferred, the
 entire amount will be transferred. The general dollar cost averaging program
 will then end. You may change the transfer amount once each contract year, or
 cancel this program at any time.

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

 You may not elect dollar cost averaging if you are participating in the
 rebalancing program. See "Transferring your money among investment options."


 OUR BASEBUILDER OPTION

 The baseBUILDER option offers you a combined guaranteed minimum income benefit
 and guaranteed minimum death benefit. The combined benefit is available if the
 annuitant is between the ages of 20 and 75. There is an additional charge for
 this benefit. See "baseBUILDER benefits charge" under "Charges and expenses."

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

 baseBUILDER provides income protection if you elect an income payout while the
 annuitant is alive and a death benefit if the annuitant dies.

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

 The guaranteed minimum income benefit component of baseBUILDER is described
 below under "Your guaranteed minimum income benefit under baseBUILDER." As part
 of baseBUILDER you have a choice of two guaranteed minimum death benefit
 options: either a "5% roll up to age 80" or an "annual ratchet to age 80."
 Under Rollover IRA, Flexible Premium IRA, and Rollover TSA contracts, we offer
 an additional option, a "5% roll up to age 70" for ages 20 through 60. The
 options are described under "Guaranteed minimum death benefit." The 5% roll up
 to age 80 and annual ratchet to age 80 guaranteed minimum death benefits are
 provided under the contract even if you do not elect baseBUILDER, and for a
 broader range of annuitant


<PAGE>


- --------------------------------------------------------------------------------
28      Contract features and benefits
- --------------------------------------------------------------------------------


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

 ages at contract issue than those available under baseBUILDER. The 5% roll up
 to age 70 guaranteed minimum death benefit is only available if baseBUILDER is
 elected. baseBUILDER is not currently available in New York.


 Your guaranteed minimum income benefit under baseBUILDER

 The guaranteed minimum income benefit guarantees you a minimum amount of
 lifetime income under our Income Manager (Life Annuity with a Period Certain)
 payout annuity contract. The Income Manager (Life Annuity with a Period
 Certain) payout annuity contract provides payments during a specified period
 of time (called a period certain) that will continue for the rest of the
 annuitant's life thereafter. If the annuitant dies before the period certain
 has ended, payments will continue to the beneficiary for the time remaining in
 the period certain.

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

 We also refer to the guaranteed minimum income benefit as the "Living
 Benefit."

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

 Guaranteed minimum income benefit's benefit base.

 On the contract date, your guaranteed minimum income benefit's benefit base
 ("benefit base") is equal to the initial contribution. Thereafter, the benefit
 base will be credited with interest each day through the annuitant's age 80
 (age 70 if the 5% roll up to age 70 is elected). The effective annual interest
 rate is 5% for amounts in the variable investment options (other than the
 Alliance Money Market option and Alliance Intermediate Government Securities
 option) and in the special dollar cost averaging programs. Amounts in the
 Alliance Money Market option, Alliance Intermediate Government Securities
 option, fixed maturity options, and in a Rollover TSA contract loan reserve
 account will be credited with interest at a 3% effective annual rate. No
 interest is credited after age 80 (age 70 if the 5% roll up to age 70 is
 elected).

 If you make an additional contribution to your contract, we will increase your
 current benefit base by the dollar amount of the additional contribution on
 the date that the contribution is allocated to your investment options. If you
 take a withdrawal from your contract, we will adjust your benefit base for the
 withdrawal on the date that you make the withdrawal. See "How withdrawals
 affect your guaranteed minimum income benefit and guaranteed minimum death
 benefit" under "Accessing Your Money" for more detailed information. The
 benefit base will be reduced by any withdrawal charge remaining when you
 exercise your guaranteed minimum income benefit. Under Rollover TSA contracts,
 we will also reduce your benefit base by the amount of any outstanding loan
 plus accrued interest on the date that you exercise your guaranteed minimum
 income benefit.

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

 Your benefit base is not an account value or a cash value and is used solely
 for purposes of calculating your guaranteed minimum income benefit.

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

 Exercising your benefit and income you will receive.

 If you exercise the guaranteed minimum income benefit, the annual lifetime
 income that you will receive under the Income Manager (Life Annuity with a
 Period Certain) payout annuity contract, will be the greater of (i) your
 guaranteed minimum income benefit, and (ii) the income provided by applying
 your actual account value at our then current annuity purchase factors.

 The guaranteed minimum income benefit is based on conservative actuarial
 factors. Therefore, even if your account value is less than your benefit base,
 you may generate more income by applying your account value to current annuity
 purchase factors. We will make this comparison for you when the need arises.

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

 The guaranteed minimum income benefit should be regarded as a safety net only.

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

 Illustrations of guaranteed minimum income benefit.

 The table below illustrates the guaranteed minimum income benefit amounts per
 $100,000 of initial contribution, for a male annuitant age 60 (at issue) on the
 contract date anniversaries indicated, assuming no additional contributions,
 withdrawals, or loans under Rollover TSA contracts, and assuming there were no
 allocations to the Alliance Money Market option, Alliance Intermediate


<PAGE>

- --------------------------------------------------------------------------------
                                             Contract features and benefits   29
- --------------------------------------------------------------------------------


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

 Government Securities option or the fixed maturity options.



- --------------------------------------------------------------
                                     GUARANTEED MINIMUM
                             INCOME BENEFIT -- ANNUAL INCOME
         CONTRACT DATE           PAYABLE FOR LIFE WITH
 ANNIVERSARY AT EXERCISE         10 YEAR PERIOD CERTAIN
- --------------------------------------------------------------
             7                          $ 8,315
            10                           10,341
            15                           14,924
- --------------------------------------------------------------

 Under NQ, and all IRA contracts, you may exercise the guaranteed minimum income
 benefit only within 30 days following the seventh or later contract date
 anniversary under your contract. However, you may not exercise the benefit
 before the annuitant is age 60, or after the annuitant is age 83. There is an
 exception if the annuitant is between ages 20 and 44 when your contract is
 issued. In this case you may exercise the benefit following the 15th or later
 contract date anniversary, but not after the annuitant is age 83. See "Exercise
 of guaranteed minimum income benefit under QP and Rollover TSA contracts" below
 regarding exercising the benefit under QP and Rollover TSA contracts.

 Your contract will terminate when you exercise your guaranteed minimum income
 benefit. You will then receive an Income Manager (Life Annuity with a Period
 Certain) payout annuity contract. Your period certain will be based on the
 annuitant's age at the time the benefit is exercised, as follows:


- ----------------------------------------
            LEVEL PAYMENTS*
- ----------------------------------------
                       PERIOD CERTAIN
                           YEARS
                    --------------------
   ANNUITANT'S
 AGE AT EXERCISE       IRAS       NQ
- ----------------------------------------
    60 to 75           10         10
       76               9         10
       77               8         10
       78               7         10
       79               7         10
       80               7         10
       81               7          9
       82               7          8
       83               7          7
- ----------------------------------------

 * Other forms and periods certain may also be available. For Rollover IRA and
   Flexible Premium IRA contracts, please see "Minimum distributions" under "Tax
   information," as to how this option may be affected if exercised after age
   70 1/2.


 You will begin receiving payments one payment period after the payout annuity
 contract is issued. For example, if you select monthly annuity payments, we
 will send your first payment to you approximately one month from the date your
 contract is issued.

 Each year on your contract date anniversary, if you are eligible to exercise
 the guaranteed minimum income benefit, we will send you an eligibility notice
 illustrating how much income could be provided as of the contract date
 anniversary. You may then notify us within 30 days following the contract date
 anniversary if you want to exercise the guaranteed minimum income benefit. You
 must return your contract to us in order to exercise this benefit. The amount
 of income you actually receive will be determined when we receive your request
 to exercise the benefit.

 You may also apply your cash value at any time to an Income Manager (Life
 Annuity with a Period Certain) payout annuity contract, and you may always
 apply your account value to any of our annuity payout options. The traditional
 annuity payout options are discussed under "Accessing your money." These
 options differ from the Income Manager payout annuity contracts. They may
 provide higher or lower income levels, but do not have all the features of the
 Income Manager payout annuity contract. You may request an illustration of the
 Income Manager payout annuity contract from your Equitable associate.

 The Income Manager (Life Annuity with a Period Certain) payout annuity
 contracts are offered through our prospectus for the Income Manager payout
 annuities. You may obtain a copy of the most current version from your
 Equitable associate. You should read it carefully before you decide to exercise
 your guaranteed minimum income benefit.

 Successor annuitant/contract owner. If the successor annuitant/contract owner
 (discussed under "More information" later in this prospectus) elects to
 continue the contract after your death, the guaranteed minimum income


<PAGE>

- --------------------------------------------------------------------------------
30      Contract features and benefits
- --------------------------------------------------------------------------------


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

 benefit will continue to be available on the contract date anniversaries
 specified above based on the contract date. However, the guaranteed minimum
 income benefit must be exercised based on the age of the successor
 annuitant/contract owner.

 Exercise of guaranteed minimum income benefit under QP and Rollover TSA
 contracts. Under QP contracts, the guaranteed minimum income benefit may be
 exercised in the same manner as described above only after the trustee of the
 qualified plan directly rolls over the QP contract to a Rollover IRA contract.
 In this process the ownership of the QP contract is changed to the annuitant.
 The rollover to a Rollover IRA contract and change of ownership may only occur
 when the annuitant will no longer be a participant in the qualified plan.

 Similarly, under Rollover TSA contracts the contract owner must convert the
 Rollover TSA contract in a direct rollover to a Rollover IRA contract according
 to our rules. The rollover to a Rollover IRA contract may only occur when you
 are eligible for a rollover distribution from a TSA. This may generally occur
 when you are age 59 1/2, or you are separated from service from the employer
 who provided the Rollover TSA funds. See "Rollover or direct transfer
 contributions" under "Tax information" later in this prospectus.


 GUARANTEED MINIMUM DEATH BENEFIT

 Applicable for annuitant ages 0 through 79 at issue of NQ contracts; 20 through
 79 at issue of Rollover IRA, Roth Conversion IRA, Flexible Premium Roth IRA,
 and Rollover TSA contracts; 20 through 70 at issue of Flexible Premium IRA
 contracts; and 20 through 75 at issue of QP contracts.

 You may elect either the "5% roll up to age 80" or the "annual ratchet to age
 80" guaranteed minimum death benefit when you apply for a contract. Once you
 have made your election, you may not change it.

 5% roll up to age 80. On the contract date, the guaranteed minimum death
 benefit equals your initial contribution. Thereafter, the guaranteed minimum
 death benefit will be credited with interest each day through the annuitant's
 age 80. The effective annual interest rate is 5% for amounts in the variable
 investment options (other than the Alliance Money Market option and Alliance
 Intermediate Government Securities option) and in the special dollar cost
 averaging programs. Amounts in the Alliance Money Market option, Alliance
 Intermediate Government Securities option, fixed maturity options, and in a
 Rollover TSA contract loan reserve account will be credited with interest at a
 3% effective annual rate. No interest is credited after the annuitant is age
 80.

 If you make additional contributions, we will increase your current guaranteed
 minimum death benefit by the dollar amount of the additional contribution on
 the date the contribution is allocated to your investment options. If you take
 a withdrawal from your contract, we will adjust your guaranteed minimum death
 benefit for the withdrawal on the date you take the withdrawal.

 The 5% roll up to age 80 guaranteed minimum death benefit is not available in
 New York.

 Annual ratchet to age 80. On the contract date, your guaranteed minimum death
 benefit equals your initial contribution. Then, on each contract date
 anniversary, we will determine your guaranteed minimum death benefit by
 comparing your current guaranteed minimum death benefit to your account value
 on that contract date anniversary. If your account value is higher than your
 guaranteed minimum death benefit, we will increase your guaranteed minimum
 death benefit to equal your account value. On the other hand, if your account
 value on the contract date anniversary is less than your guaranteed minimum
 death benefit, we will not adjust your guaranteed minimum death benefit either
 up or down.

 If you make additional contributions, we will increase your current guaranteed
 minimum death benefit by the dollar amount of the contribution on the date the
 contribution is allocated to your investment options. If you take a withdrawal
 from your contract, we will adjust your guaranteed minimum death benefit on the
 date you take the withdrawal.


<PAGE>

- --------------------------------------------------------------------------------
                                       Contract features and benefits         31
- --------------------------------------------------------------------------------


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

 Optional guaranteed minimum death benefit available for ages 20 through 60 at
 issue of Rollover IRA, Flexible Premium IRA, and TSA contracts if baseBUILDER
 is also elected.

 5% roll up to age 70. Your guaranteed minimum death benefit will be calculated
 as described above under "5% roll up to age 80" except that interest will be
 credited only through age 70. Additional contributions or withdrawals will also
 be adjusted as described above under "5% roll up to age 80."

 Applicable for annuitant ages 80 through 83 when the contract is issued.

 On the contract date, your guaranteed minimum death benefit equals your
 initial contribution. Thereafter, it will be increased by the dollar amount of
 any additional contributions. We will adjust your guaranteed minimum death
 benefit if you take any withdrawals.

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

 Please see "How withdrawals affect your guaranteed minimum income benefit and
 guaranteed minimum death benefit" under "Accessing your money" for information
 on how withdrawals affect your guaranteed minimum death benefit. For contracts
 issued in New York, the guaranteed minimum death benefit at the annuitant's
 death will never be less than your value in the variable investment options,
 plus the sum of the fixed maturity amounts in each fixed maturity option.

 See Appendix IV for an example of how we calculate the guaranteed minimum death
 benefit.


 YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

 If for any reason you are not satisfied with your contract, you may return it
 to us for a refund. To exercise this cancellation right you must mail the
 contract directly to our Processing Office within 10 days after you receive it.
 In some states, this "free look" period may be longer.

 Generally, your refund will equal your account value under the contract and
 will reflect (i) any investment gain or loss in the variable investment
 options, (ii) any positive or negative market value adjustments in the fixed
 maturity options, and (iii) any guaranteed interest in the account for special
 dollar cost averaging, through the date we receive your contract. However, some
 states require that we refund the full amount of your contribution (not
 reflecting (i), (ii) or (iii) above). For any IRA contract returned to us
 within seven days after you receive it, we are required to refund the full
 amount of your contribution.

 We may require that you wait six months before you may apply for a contract
 with us again if:

 o  you cancel your contract during the free look period; or

 o  you change your mind before you receive your contract whether we have
    received your contribution or not.

 Please see "Tax information" for possible consequences of cancelling your
 contract.

 If you fully convert an existing traditional IRA contract to a Roth Conversion
 IRA or Flexible Premium Roth IRA contract, you may cancel your Roth Conversion
 IRA contract and return to a Rollover IRA or Flexible Premium IRA contract,
 whichever applies. Our Processing Office, or your Equitable associate, can
 provide you with the cancellation instructions.


<PAGE>

- --------------------------------------------------------------------------------
32  Determining your contract's value
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
2
Determining your contract's value
- --------------------------------------------------------------------------------


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

 YOUR ACCOUNT VALUE

 Your "account value" is the total of the values you have allocated to the (i)
 variable investment options, (ii) fixed maturity options, and (iii) account for
 special dollar cost averaging. These amounts are subject to certain fees and
 charges discussed under "Charges and expenses." Under Rollover TSA contracts,
 if you have any outstanding loan your account value will include any amount in
 the loan reserve account.

 Your contract also has a "cash value." At any time before annuity payments
 begin, your contract's cash value is equal to the account value, less the
 annual administrative charge under Flexible Premium IRA and Flexible Premium
 Roth IRA contracts, and less any withdrawal charge that may apply if you
 surrender your contract. If you have a Rollover TSA contract with an
 outstanding loan, your cash value also is reduced by the amount of any
 outstanding loan plus accrued interest. Please see "Surrendering your contract
 to receive its cash value."


 YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS

 Each variable investment option invests in shares of a corresponding Portfolio.
 Your value in each variable investment option is measured by "units." The value
 of your units will increase or decrease as though you had invested it in the
 corresponding Portfolio's shares directly. Your value, however, will be reduced
 by the amount of the fees and charges that we deduct under the contract. Your
 value will also be reduced by the dollar amount of any withdrawals that you
 make.

 The unit value for each variable investment option depends on the investment
 performance of that option, minus daily charges for mortality and expense risks
 and administrative expenses. On any day, your value in any variable investment
 option equals the number of units credited to your contract under that option,
 multiplied by that day's value for one unit. The number of your contract units
 in any variable investment option does not change unless you make additional
 contributions, make a withdrawal, or transfer amounts among investment options,
 or we transfer your loan amount to the loan reserve account under a TSA
 contract. In addition, when we deduct the baseBUILDER benefits charge and any
 withdrawal charge the number of units credited to your contract will be
 reduced. Your units are also reduced under Flexible Premium IRA and Flexible
 Premium Roth IRA contracts when we deduct the annual administrative charge. A
 description of how unit values are calculated is found in the SAI.


 YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS

 Your value in each fixed maturity option at any time before the maturity date
 is the market adjusted amount in each option. This is equivalent to your fixed
 maturity amount increased or decreased by the market value adjustment. Your
 value, therefore, may be higher or lower than your contributions (less
 withdrawals) accumulated at the rate to maturity. At the maturity date, your
 value in the fixed maturity option will equal its maturity value. Your value
 will also include any amounts held in the separate account to provide for
 payments off maturity dates under the Assured Payment Option and APO Plus.


 YOUR CONTRACT'S VALUE IN THE ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING

 Your value in the account for special dollar cost averaging at any time will
 equal your initial contribution allocated to that option, plus interest, less\
 the sum of all amounts that have been transferred to the variable investment
 options you have selected.


<PAGE>

- --------------------------------------------------------------------------------
                        Transferring your money among investment options      33
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
3
Transferring your money among investment options
- --------------------------------------------------------------------------------


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

 TRANSFERRING YOUR ACCOUNT VALUE

 At any time before the date annuity payments are to begin, you can transfer
 some or all of your account value among the investment options, subject to the
 following:

 o  You may not transfer any amount to the account for special dollar cost
    averaging.

 o  You may not transfer to a fixed maturity option that matures in the current
    calendar year, or if its rate to maturity is 3%.

 o  If the annuitant is 76 or older, you must limit your transfers to fixed
    maturity options to those with maturities of five years or less. Also, the
    maturity dates may be no later than the February 15th immediately following
    the date annuity payments are to begin.

 o  If you make transfers out of a fixed maturity option other than at its
    maturity date the transfer may cause a market value adjustment.

 o  A transfer request while the Assured Payment Option or APO Plus is in effect
    will terminate the option.

 You may request a transfer in writing or by telephone using TOPS. You must send
 in all written transfer requests directly to our Processing Office.
 Transfer requests should specify:

 (1)   the contract number,

 (2)   the dollar amounts or percentages of your current account value to be
       transferred, and

 (3)   the investment options to and from which you are transferring.

 We may, at any time, restrict the use of market timers and other agents acting
 under a power of attorney who are acting on behalf of more than one contract
 owner. Any agreements to use market timing services to make transfers are
 subject to our rules in effect at that time.

 We will confirm all transfers in writing.

 REBALANCING YOUR ACCOUNT VALUE

 We currently offer a rebalancing program that you can use to automatically
 reallocate your account value among the variable investment options. You must
 tell us:

 (a)   the percentage you want invested in each variable investment option
       (whole percentages only), and

 (b)   how often you want the rebalancing to occur (quarterly, semiannually, or
       annually on a contract year basis. However, it will occur on the same day
       of the month as the contract date).

 While your rebalancing program is in effect, we will transfer amounts among
 each variable investment option so that the percentage of your account value
 that you specify is invested in each option at the end of each rebalancing
 date.

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

 Rebalancing does not assure a profit or protect against loss. You should
 periodically review your allocation percentages as your needs change. You may
 want to discuss the rebalancing program with your Equitable associate or other
 financial adviser before electing the program.
- --------------------------------------------------------------------------------

 You may elect the rebalancing program at any time. You may also change your
 allocation instructions or cancel the program at any time. If you request a
 transfer while the rebalancing program is in effect, we will process the
 transfer as requested and then cancel the rebalancing program.

 You may not elect the rebalancing program if you are participating in a dollar
 cost averaging program or if the Assured Payment Option or APO Plus are in
 effect. Rebalancing is not available for amounts you have allocated in the
 fixed maturity options.


<PAGE>

- --------------------------------------------------------------------------------
34      Accessing your money
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
4
Accessing your money
- --------------------------------------------------------------------------------


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

 ASSURED PAYMENT OPTION AND APO PLUS

 (Rollover IRA and Flexible Premium IRA contracts only)

 We offer two options, the Assured Payment Option and APO Plus, under which you
 may receive distributions from your Rollover IRA or Flexible Premium IRA
 contract. If you choose one of these two distribution options you will receive
 guaranteed payments for a specified period of time we call the "fixed period."
 When the fixed period ends you will continue to receive payments for as long as
 you are living. Payments based solely on your life are made on a "single life"
 basis. You may also elect to receive "joint and survivor" payments that are
 based on the joint lifetimes of you and a joint annuitant.

 You can elect the Assured Payment Option or APO Plus in the application or at a
 later date, provided that your account value is at least $10,000 at the time of
 election.

 Assured Payment Option and APO Plus benefits will differ for contracts issued
 in Maryland. See Appendix VI at the end of this prospectus for more
 information.

 Assured Payment Option

 How we allocate your contributions. In order to provide for the payments you
 receive during the fixed period, we allocate a portion of your initial
 contribution or account value to fixed maturity options that mature in
 consecutive date order. The remaining portion is allocated to the "life
 contingent annuity" to provide for the payments you will receive after the
 fixed period. The payments are intended to pay out your entire account value
 by the end of the fixed period. If you are age 70 1/2 or older, the payments
 are also designed to satisfy minimum distribution requirements. See "Tax
 Information."

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

 The life contingent annuity provides for the payments after the fixed period
 ends.

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

 We determine the allocation of your contributions based on a number of factors.
 They are:

 o  the amount of your contribution;

 o  the form of payments;

 o  your age and sex (and the age and sex of the joint annuitant, if joint and
    survivor payments are elected);

 o  the frequency of the payments; and

 o  the fixed period.

     We then allocate your initial contribution among:

 (1)   the fixed maturity options;

 (2)   the separate account that holds amounts allocated to the fixed maturity
       options if we need to make payments to you off maturity dates; and

 (3)   the life contingent annuity.

 We will allocate your additional contributions in the same manner. Additional
 contributions will increase the level of your future payments. You may not
 change this allocation.

 While the Assured Payment Option is in effect, no amounts may be allocated to
 the variable investment options and the account for special dollar cost
 averaging.

 If you are using funds from multiple sources to purchase the Rollover IRA or
 Flexible Premium IRA contract with the Assured Payment Option in effect, we
 will allocate your contributions to the Alliance Money Market option until we
 receive all amounts under the contract. Once all amounts are received we will
 then apply them under the Assured Payment Option.

 Payments. The payments you receive will increase by 10% every three years
 during the fixed period on each third anniversary of the payment start date.
 After the end of the fixed period, your first payment under the life contingent
 annuity will be 10% greater than the final payment made under the fixed period.

 Whether you choose monthly, quarterly or annual payments, you will usually
 begin receiving payments one payment period from the contract date, unless you
 elect otherwise, as described under "Off maturity date payments" earlier in
 this prospectus. Your payments will always be made on the 15th day of the
 month. However, if you are age 53 1/2 or older, you must defer the date your
 payments will start until you


<PAGE>

- --------------------------------------------------------------------------------
                                                    Accessing your money      35
- --------------------------------------------------------------------------------


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

 are age 59 1/2. If you are at least age 59 1/2 at the time the Assured
 Payment Option is elected you may choose to defer the date your payments will
 start. Generally, you may defer payments for a period of up to 72 months. This
 is called the deferral period. Deferral of the payment start date permits you
 to lock in rates at a time when you may consider current rates to be high,
 while permitting you to delay receiving payments if you have no immediate need
 to receive income under your contract.

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

 The deferral period together with the fixed period may be referred to as a
 "liquidity period." You will be able to make withdrawals before the end of the
 fixed period. You may also choose to surrender your contract for its cash value
 while keeping the life contingent annuity in effect.

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

 Before you decide to defer payments, you should consider the fact that the
 amount of income you purchase is based on the rates to maturity in effect on
 the date we allocate your contribution. Therefore, if rates rise during the
 deferral period, your payments may be less than they would have been if you had
 elected the Assured Payment Option at a later date. Deferral of the payment
 start date is not available if you are older than age 80. If your deferred
 payment start date is after you reach age 70 1/2, you should consider the
 effect that deferral may have on your required minimum distributions.

 See Appendix V for an example of how payments are made under the Assured
 Payment Option.

 If you are age 70 1/2 or older, your payments during the fixed period are
 designed to meet required minimum distributions under your contract. We
 determine the amount of the payments based on the value in each fixed maturity
 option and the assigned value of the life contingent annuity for tax purposes.
 If at any time your payment under the 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 may then choose to have an additional
 amount withdrawn under your contract. We will treat such withdrawal as a lump
 sum withdrawal. However, no withdrawal charge will apply. We will then adjust
 your future scheduled payments so that the minimum distribution rules are met.
 You also have the option to take the amount from other traditional IRA funds
 you may have.

 Fixed period. The fixed period based on your age at the time the contract is
 issued (or your age at the time the Assured Payment Option is elected) will be
 as follows:



- -------------------------------------------------------
  AGE*                           FIXED PERIOD
- -------------------------------------------------------
  59 1/2 through 70               15 years
  71 through 75                   12 years
  76 through 80                   9 years
  81 through 83                   6 years
- -------------------------------------------------------

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



- ---------------------------------------------------------
                                  FIXED PERIOD
                            BASED ON DEFERRAL PERIOD
                        ---------------------------------
                             1-36       37-60       61-72
   AGE*                   MONTHS       MONTHS     MONTHS
- ---------------------------------------------------------
 53 1/2 through 70      12 years     9 years     9 years
 71 through 75          9 years      9 years     N/A
 76 through 80          6 years      6 years     N/A
 81 through 83          N/A          N/A         N/A
- ---------------------------------------------------------

 * For joint and survivor payments, the fixed period is based on the age of the
   younger annuitant.


 Purchase restrictions for joint and survivor payments

 If you elect payments on a joint and survivor basis;

 o  the joint annuitant must be your spouse; and

 o  neither you nor the joint annuitant can be over age 83.

 Payments after the fixed period. After the end of the fixed period, we will
 continue your payments under the life contingent annuity if either you or the
 joint annuitant is living. Payments continue throughout your lifetime (or the
 lifetime of the joint annuitant, if joint and survivor payments are elected) on
 the same payment schedule (either monthly, quarterly or annually) as the
 payments you received during the fixed period.


<PAGE>

- --------------------------------------------------------------------------------
36      Accessing your money
- --------------------------------------------------------------------------------


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


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

 The portion of your contribution allocated to the life contingent annuity does
 not have a cash value or an account value and, therefore, does not provide for
 withdrawals.

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

 THERE IS NO DEATH BENEFIT PROVIDED UNDER THE LIFE CONTINGENT ANNUITY AND
 PAYMENTS ARE MADE TO YOU ONLY IF YOU (OR THE JOINT ANNUITANT) ARE LIVING WHEN
 THE PAYMENTS ARE SCHEDULED TO BEGIN. THESE PAYMENTS ARE ONLY MADE DURING YOUR
 LIFETIME AND, IF APPLICABLE, THE LIFETIME OF THE JOINT ANNUITANT. THEREFORE,
 YOU SHOULD CONSIDER THE POSSIBILITY THAT NO PAYMENTS WILL BE MADE UNDER THE
 LIFE CONTINGENT ANNUITY IF YOU (OR THE JOINT ANNUITANT) DO NOT SURVIVE TO THE
 DATE PAYMENTS ARE TO BEGIN.

 Under the life contingent annuity you may elect single life or joint and
 survivor payments. Joint and survivor payments are available on a 100%,
 one-half or two-thirds to survivor basis. Your first payment under the life
 contingent annuity will be 10% greater than the final payment under the fixed
 period. After the fixed period we will increase your payments annually on each
 anniversary of the payment start date under the life contingent annuity. We
 will base this increase on the annual increase in the Consumer Price Index, but
 it will never be greater than 3% per year.

 Allocation of withdrawals. Only lump sum withdrawals are permitted under the
 Assured Payment Option. We will subtract your withdrawal from all remaining
 fixed maturity options to which your account value is allocated as well as from
 amounts held in the separate account to provide for payments off maturity
 dates. As a result we will reduce the amount of your payments and the length of
 your fixed period. We will also begin making payments to you under the life
 contingent annuity at an earlier date. In order to achieve this result we will
 withdraw additional amounts over the amount of the withdrawal you requested.
 These amounts will be taken from the fixed maturity options and from amounts
 held in the separate account to provide for payments off maturity dates. The
 amounts are then allocated to the life contingent annuity. The exact additional
 amount we withdraw will depend on how much is necessary to assure that the same
 pattern of payments will continue in reduced amounts for your life and the life
 of the joint annuitant. The first increase in your payments will take place no
 later than the date of the next planned increase.

 Withdrawals are subject to a withdrawal charge and will have a 10% free
 withdrawal amount available. No withdrawal charges will apply to the payments
 made during the fixed period or a withdrawal made to meet the minimum
 distribution requirement under the contract.

 Death benefit. If a death benefit becomes payable during the fixed period we
 will pay the death benefit amount to the designated beneficiary. The death
 benefit amount is the greater of:

 (1)   your account value; and

 (2)   the sum of the fixed maturity amounts in each fixed maturity option plus
       any amounts held in the separate account to provide for payments off
       maturity dates.

 We will not make any payments under the life contingent annuity after your
 death unless you have elected payments on a joint and survivor basis. If you
 elect joint and one-half or joint and two-thirds to survivor payments, at your
 death or the joint annuitant's death, we will reduce the payments by one-half
 or one-third, whichever applies.

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

 A death benefit is never payable under the life contingent annuity. The death
 benefit applies only during the fixed period.

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

 Termination. The Assured Payment Option will be terminated if you:

 (1) cancel the option at any time by sending a written request satisfactory to
       us; or

 (2) submit an additional contribution and you do not want it allocated under
     the Assured Payment Option; or

 (3) request a transfer of your account value; or

 (4) request a change in the date the payments are to start under the life
     contingent annuity.


<PAGE>

- --------------------------------------------------------------------------------
                                                    Accessing your money      37
- --------------------------------------------------------------------------------


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

 Once the Assured Payment Option has ended, the life contingent annuity will
 remain in effect and payments will be made if you or the joint annuitant, are
 living on the date payments are to start. No additional amounts will be
 allocated under the life contingent annuity. You may elect to restart the
 Assured Payment Option by submitting a written request satisfactory to us, but
 no sooner than three years after the option was terminated. If you own an
 Equitable Accumulator Rollover IRA or Flexible Premium IRA contract and you
 elected the Assured Payment Option at age 70 1/2 or older and subsequently
 terminate this option, required minimum distributions must continue to be made
 under your contract. Before terminating the Assured Payment Option, you should
 consider the implications this may have under the minimum distribution
 requirements. See "Tax information."

 Annuity payout options and surrendering the contract. Once your contract is
 surrendered or an annuity payout option is chosen, we will return the contract
 to you with a notation that the life contingent annuity is still in effect.
 You may not surrender the life contingent annuity.

 APO Plus

 APO Plus is a variation of the Assured Payment Option. Except as indicated
 below, APO Plus operates under the same guidelines as the Assured Payment
 Option. Under APO Plus you will be able to keep a portion of your value in the
 Alliance Common Stock option or the Alliance Equity Index option, whichever one
 you choose. Once you have selected a variable investment option it may not be
 changed.

 You may not elect APO Plus if the Assured Payment Option is already in effect.

 APO Plus allows you to remain invested in the variable investment option for
 longer than would be possible if you had applied your entire account value all
 at once to the Assured Payment Option or to an annuity payout option.

 How we allocate your contributions. We allocate a portion of your initial
 contribution or account value to the Assured Payment Option. Under the Assured
 Payment Option amounts are allocated to the fixed maturity options, the
 separate account for payments off maturity dates, and the life contingent
 annuity to provide you with a minimum level amount of lifetime payments. Your
 remaining account value is allocated to the variable investment option you
 select. Periodically during the fixed period we transfer a portion of your
 value in the variable investment option to the fixed maturity options to
 increase your guaranteed level payments under the Assured Payment Option.

 The amount allocated under the Assured Payment Option will provide for level
 payments. The amount of the level payments are equal to the amount of the
 initial payment that would have been provided if you had allocated your entire
 initial contribution or account value under the Assured Payment Option. The
 difference between the amount required for level payments and the amount
 required for increasing payments provided under the Assured Payment Option, is
 allocated to the variable investment option you selected. If you have any value
 in the fixed maturity options at the time this option is elected, a market
 value adjustment may apply as a result of such amounts being transferred to
 activate the Assured Payment Option.

 Fixed period. The fixed period and deferral period schedule shown for the
 Assured Payment Option will also apply under APO Plus.

 On the third February 15th following the date your first payment is made during
 the fixed period, a portion of your value in the variable investment option is
 transferred to the Assured Payment Option in order to increase your level
 payments. If you elect a deferral period of three years or more, a portion of
 your value in the variable investment option will be allocated to the Assured
 Payment Option on the February 15th before the date your first payment is made.
 If your payments are to be made on February 15th, the date of the first payment
 will be counted as the first February 15th for the purpose of this transfer to
 the Assured Payment Option.

 The transfer of amounts to the Assured Payment Option is repeated each third
 year during the fixed period. The first increase in payments will be reflected
 in the payment made to you after three full years of payments and then every
 three years after that. Immediately following your last payment


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 during the fixed period, your remaining value in the variable investment option
 is first allocated to the life contingent annuity to change the level payments
 previously purchased to increasing payments. If you have any value remaining
 after the increasing payments are purchased, this amount is allocated to the
 life contingent annuity to further increase your lifetime payments. If your
 value in the variable investment option is insufficient to purchase the
 increasing payments, then the level payments previously purchased will be
 increased as much as possible.

 While APO Plus provides you with a minimum amount of level guaranteed lifetime
 payments under the Assured Payment Option, the total amount of income that you
 will receive over time will depend on the investment performance of the
 variable investment option which you selected. It will also depend on the
 current rates to maturity and the cost of the life contingent annuity, which
 also varies. As a result, the combined amount of guaranteed lifetime income you
 receive under APO Plus may be more or less than the amount that could have been
 purchased if your entire initial contribution or account value had been
 allocated to the Assured Payment Option.

 See Appendix V for an example of the payments purchased under APO Plus.

 Allocation of additional contributions. Any additional contributions you make
 may only be allocated to the variable investment option. We do not permit
 additional contributions after the end of the fixed period.

 Withdrawals. If you take a lump sum withdrawal or if a lump sum withdrawal is
 made to satisfy minimum distribution requirements such withdrawal will be taken
 from your value in the variable investment option unless you specify otherwise.
 If there is insufficient value in the variable investment option any additional
 amount will be taken from the fixed maturity options and from amounts held in
 the separate account to provide for payments off maturity dates, in the same
 manner as described above for the Assured Payment Option.

 Death Benefit. If a death benefit becomes payable during the fixed period we
 will pay the death benefit amount to the designated beneficiary. The death
 benefit amount is equal to the greater of:

 (1)   your value in the fixed maturity options; and

 (2)   the sum of the fixed maturity amounts in each fixed maturity option plus
       any amounts held in the separate account to provide for payments off
       maturity dates.

 When the greater of (1) and (2) above is determined, the value in the variable
 investment option is added. A death benefit is never payable under the life
 contingent annuity.

 Termination of APO Plus. You may terminate APO Plus at any time by submitting a
 written request satisfactory to us. You may choose one of the following two
 options if you terminate APO Plus:

 (1)   your contract will operate under the Equitable Accumulator Rollover IRA
       or Flexible Premium IRA rules; or

 (2)   you may elect the Assured Payment Option.

 If you elect the Assured Payment Option, your remaining value in the variable
 investment option will be allocated to the fixed maturity options, the separate
 account to provide for payments off maturity dates, and the life contingent
 annuity. A market value adjustment may apply for any amounts allocated from a
 fixed maturity option. 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 Assured Payment Option. The quote would be based on your
 current account value, current rates to maturity for the fixed maturity
 options, and current purchase rates under the life contingent annuity as of the
 date of the quote. The actual amount of future income you would receive depends
 on the rates in effect on the day you switch to the Assured Payment Option.


 WITHDRAWING YOUR ACCOUNT VALUE

 You have several ways to withdraw your account value before annuity payments
 begin. The table below shows the


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                                                Accessing your money          39
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- --------------------------------------------------------------------------------

 methods available under each type of contract. More information follows the
 table. For the tax consequences of withdrawals, see "Tax information."



- --------------------------------------------------------------------------------
                              METHOD OF WITHDRAWAL
- --------------------------------------------------------------------------------
                                              SUBSTANTIALLY        MINIMUM
 CONTRACT          LUMP SUM     SYSTEMATIC        EQUAL           DISTRIBUTION
- --------------------------------------------------------------------------------
 NQ                  Yes           Yes             No                  No
- --------------------------------------------------------------------------------
 Rollover IRA*       Yes           Yes             Yes                 Yes
- --------------------------------------------------------------------------------
 Flexible
   Premium IRA*      Yes           Yes             Yes                 Yes
- --------------------------------------------------------------------------------
 Roth Conversion
   IRA               Yes           Yes             Yes                 Yes
- --------------------------------------------------------------------------------
 Flexible Premium
   Roth IRA          Yes           Yes             Yes                 No
- --------------------------------------------------------------------------------
 QP                  Yes           No              No                  Yes
- --------------------------------------------------------------------------------
 Rollover TSA        Yes**         No              No                  Yes
- --------------------------------------------------------------------------------

 *   If Assured Payment Option or APO Plus is elected, only lump sum withdrawals
     are available.

 ** For some Rollover TSA contracts, your ability to take withdrawals, loans or
     surrender your contract may be limited. You must provide withdrawal
     restriction information when you apply for a contract. See "Tax
     information -- Tax Sheltered Annuity contracts (TSAs)."


 Lump sum withdrawals

 (All contracts)

 You may take lump sum withdrawals from your account value at any time.
 (Rollover TSA contracts may have restrictions.) The minimum amount you may
 withdraw is $1,000. If you request to withdraw more than 90% of a contract's
 current cash value we will treat it as a request to surrender the contract for
 its cash value. See "Surrendering your contract to receive its cash value"
 below.

 Lump sum withdrawals in excess of the 15% (10% under Assured Payment Option or
 APO Plus) free withdrawal amount may be subject to a withdrawal charge. Under
 Rollover TSA contracts, if a loan is outstanding, you may only take lump sum
 withdrawals as long as the cash value remaining after any withdrawal equals at
 least 10% of the outstanding loan plus accrued interest.

 Systematic withdrawals

 (NQ and all IRA contracts)

 You may take systematic withdrawals of a particular dollar amount or a
 particular percentage of your account value.

 You may take systematic withdrawals on a monthly, quarterly or annual basis as
 long as the withdrawals do not exceed the following percentages of your account
 value: 1.2% monthly, 3.6% quarterly, and 15.0% annually. The minimum amount you
 may take in each systematic withdrawal is $250. If the amount withdrawn would
 be less than $250 on the date a withdrawal is to be taken, we will not make a
 payment and we will terminate your systematic withdrawal election.

 We will make the withdrawals on any day of the month that you select as long as
 it is not later than the 28th day of the month. If you do not select a date, we
 will make the withdrawals on the same calendar day of the month as the contract
 date. You must wait at least 28 days after your contract is issued before your
 systematic withdrawals can begin.

 You may elect to take systematic withdrawals at any time. If you own an IRA
 contract, you may elect this withdrawal method only if you are between ages
 59 1/2 and 70 1/2. You may not elect the systematic withdrawal method if you
 have balances in the account for special dollar cost averaging.

 You may change the payment frequency, or the amount or percentage of your
 systematic withdrawals, once each contract year. However, you may not change
 the amount or percentage in any contract year in which you have already taken a
 lump sum withdrawal. You can cancel the systematic withdrawal option at any
 time.

 Systematic 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 systematic withdrawal exceeds the 15% free withdrawal
 amount.


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40      Accessing your money
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 Substantially equal withdrawals

 (All IRA contracts)

 The substantially equal withdrawals option allows you to receive distributions
 from your account value without triggering the 10% additional federal tax
 penalty, which normally applies to distributions made before age 59 1/2. See
 "Tax information." Once you begin to take substantially equal withdrawals, you
 should not stop them or change the pattern of your withdrawals until the later
 of age 59 1/2 or five full years after the first withdrawal. If you stop or
 change the withdrawals or take a lump sum withdrawal, you may be liable for the
 10% federal tax penalty that would have otherwise been due on prior withdrawals
 made under this option and for any interest on those withdrawals.

 You may elect to take substantially equal withdrawals at any time before age
 59 1/2. We will make the withdrawal on any day of the month that you select as
 long as it is not later than the 28th day of the month. You may not elect to
 receive the first payment in the same contract year in which you took a lump
 sum withdrawal. We will calculate the amount of your substantially equal
 withdrawals based on the method you choose from the choices we offer. The
 payments will be made monthly, quarterly or annually as you select. These
 payments will continue until we receive written notice from you to cancel this
 option or you take a lump sum withdrawal. You may elect to start receiving
 substantially equal withdrawals again, but the payments may not restart in the
 same contract year in which you took a lump sum withdrawal. We will calculate
 the new withdrawal amount.

 You may not elect substantially equal withdrawals if you have balances in the
 account for special dollar cost averaging.

 Substantially equal withdrawals are not subject to a withdrawal charge.


 Minimum distribution withdrawals
 (Rollover IRA, Flexible Premium IRA, QP, and Rollover TSA contracts only -- See
 "Tax information")

 We offer the minimum distribution withdrawal option to help you meet required
 minimum distributions under federal income tax rules. You may elect this option
 in the year in which you reach age 70 1/2. The minimum amount we will pay out
 is $250. You may elect the method you want us to use to calculate your minimum
 distribution withdrawals from the choices we offer. Currently, minimum
 distribution withdrawal payments will be made annually.

 We do not impose a withdrawal charge on minimum distribution withdrawals except
 if when added to a lump sum withdrawal previously taken in the same contract
 year, the minimum distribution withdrawal exceeds the 15% free withdrawal
 amount.

 We will calculate your annual payment based on your account value at the end of
 the prior calendar year based on the method you choose.

 Under Rollover TSA contracts, you may not elect minimum distribution
 withdrawals if a loan is outstanding.

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

 For Rollover IRA, Flexible Premium IRA, QP, and Rollover TSA contracts, we will
 send a form outlining the distribution options available before you reach age
 70 1/2 (if you have not begun your annuity payments before that time).

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

 HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE

 Unless you specify otherwise, we will subtract your withdrawals on a pro rata
 basis from your value in the variable investment options. If there is
 insufficient value or no value in the variable investment options, any
 additional amount of the withdrawal required or the total amount of the
 withdrawal will be withdrawn from the fixed maturity options in order of the
 earliest maturity date(s) first. A market value adjustment may apply.


 HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT AND GUARANTEED
 MINIMUM DEATH BENEFIT

 Withdrawals will reduce your guaranteed benefits on either a dollar-for-dollar
 basis or on a pro rata basis as explained below:


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 Income benefit

 Benefit base - Your current benefit base will be reduced on a dollar-for-dollar
 basis as long as the sum of your withdrawals in a contract year is 5% or less
 of the guaranteed minimum death benefit on the most recent contract date
 anniversary. Once you take a withdrawal that causes the sum of your withdrawals
 in a contract year to exceed 5% of the guaranteed minimum death benefit on the
 most recent contract date anniversary, that withdrawal and any subsequent
 withdrawals in that same contract year will reduce your current benefit base on
 a pro rata basis.


 Death benefit

 5% roll up to age 80 or age 70 - If you elect the 5% roll up to age 80 or 5%
 roll up to age 70 guaranteed minimum death benefit, your current guaranteed
 minimum death benefit will be reduced on a dollar-for-dollar basis as long as
 the sum of your withdrawals in a contract year is 5% or less of the guaranteed
 minimum death benefit on the most recent contract date anniversary. Once you
 take a withdrawal that causes the sum of your withdrawals in a contract year to
 exceed 5% of the guaranteed minimum death benefit on the most recent contract
 date anniversary, that withdrawal and any subsequent withdrawals in that same
 contract year will reduce your current guaranteed minimum death benefit on a
 pro rata basis.

 Annual ratchet to age 80 - If you elect the annual ratchet to age 80 guaranteed
 minimum death benefit, each withdrawal will always reduce your current
 guaranteed minimum death benefit on a pro rata basis.

 Annuitant issue ages 80 through 83 - If your contract was issued when the
 annuitant was between ages 80 and 83, each withdrawal will always reduce your
 current guaranteed minimum death benefit on a pro rata basis.

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

 Reduction on a dollar-for-dollar basis means that your current benefit will be
 reduced by the dollar amount of the withdrawal. Reduction on a pro rata basis
 means that we calculate the percentage of your current account value that is
 being withdrawn and we reduce your current benefit by that same percentage. For
 example, if your account value is $30,000 and you withdraw $12,000, you have
 withdrawn 40% of your account value. If your guaranteed minimum death benefit
 was $40,000 before the withdrawal, it would be reduced by $16,000 ($40,000
 x.40) and your new guaranteed minimum death benefit after the withdrawal would
 be $24,000 ($40,000 - $16,000).

 The timing of your withdrawals and whether they exceed the 5% threshold
 described above can have a significant impact on your guaranteed minimum income
 benefit or guaranteed minimum death benefit.


 LOANS UNDER ROLLOVER TSA CONTRACTS

 You may take loans from a Rollover TSA unless restricted by the employer who
 provided the Rollover TSA funds. If you cannot take a loan, or cannot take a
 loan without approval from the employer who provided the funds, we will have
 this information in our records based on what you and the employer who provided
 the funds told us when you purchased your contract. The employer must also tell
 us whether special employer plan rules of the Employee Retirement Income
 Security Act of 1974 ("ERISA") apply. We will not permit you to take a loan
 while you are taking minimum distribution withdrawals.

 You should read the terms and conditions on our loan request form carefully
 before taking out a loan. Under Rollover TSA contracts subject to ERISA, you
 may only take a loan with the written consent of your spouse. Your contract
 contains further details of the loan provision. Also, see "Tax information" for
 general rules applicable to loans.

 We will permit you to have only one loan outstanding at a time. The minimum
 loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your
 account value, subject to any limits under the federal income tax rules. The
 term of a loan is five years. However, if you use the loan to acquire your
 primary residence, the term is 10 years. The term may not extend beyond the
 earliest of:

 (1) the date annuity payments begin,

 (2) the date the contract terminates, and

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42      Accessing your money
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- --------------------------------------------------------------------------------

 (3)   the date a death benefit is paid (the outstanding loan will be deducted
       from the death benefit amount).

 Interest will accrue daily on your outstanding loan at a rate we set. The loan
 interest rate will be equal to the Moody's Corporate Bond Yield Averages for
 the calendar month ending two months before the day of the calendar quarter in
 which the rate is determined.

 Loan reserve account. On the date your loan is processed, we will transfer the
 amount of your loan to the loan reserve account. Unless you specify otherwise,
 we will subtract your loan on a pro rata basis from your value in the variable
 investment options. If there is insufficient value or no value in the variable
 investment options, any additional amount of the loan will be subtracted from
 the fixed maturity options in order of the earliest maturity date(s) first. A
 market value adjustment may apply.

 We will credit interest to the amount in the loan reserve account at a rate of
 2% lower than the loan interest rate that applies for the time your loan is
 outstanding. On each contract date anniversary after the date the loan is
 processed, we will transfer the amount of interest earned in the loan reserve
 account to the variable investment options on a pro rata basis. When you make a
 loan repayment, unless you specify otherwise, we will transfer the dollar
 amount of the loan repaid from the loan reserve account to the investment
 options according to the allocation percentages we have on our records.


 SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE

 You may surrender your contract to receive its cash value at any time while the
 annuitant is living and before you begin to receive annuity payments. (Rollover
 TSA contracts may have restrictions.) For a surrender to be effective, we must
 receive your written request and your contract at our Processing Office. We
 will determine your cash value on the date we receive the required information.
 All benefits under the contract will terminate as of that date.

 You may receive your cash value in a single sum payment or apply it to one or
 more of the annuity payout options. See "Choosing your annuity payout options"
 below. We will usually pay the cash value within seven calendar days, but we
 may delay payment as described in "When to expect payments," below. For the tax
 consequences of surrenders, see "Tax information."


 WHEN TO EXPECT PAYMENTS

 Generally, we will fulfill requests for payments out of the variable investment
 options within seven calendar days after the date of the transaction to which
 the request relates. These transactions may include applying proceeds to a
 variable annuity, payment of a death benefit, payment of any amount you
 withdraw (less any withdrawal charge) and, upon surrender, payment of the cash
 value. We may postpone such payments or applying proceeds for any period during
 which:

 (1)   the New York Stock Exchange is closed or restricts trading,

 (2)   sales of securities or determination of the fair value of a variable
       investment option's assets is not reasonably practicable because of an
       emergency, or

 (3)   the SEC, by order, permits us to defer payment to protect people
       remaining in the variable investment options.

 We can defer payment of any portion of your value in the fixed maturity options
 and the account for special dollar cost averaging (other than for death
 benefits) for up to six months while you are living. We also may defer payments
 for a reasonable amount of time (not to exceed 15 days) while we are waiting
 for a contribution check to clear.

 All payments are made by check and are mailed to you (or the payee named in a
 tax-free exchange) by U.S. mail, unless you request that we use an express
 delivery service at your expense.


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                                                   Accessing your money       43
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- --------------------------------------------------------------------------------

 CHOOSING YOUR ANNUITY PAYOUT OPTIONS

 The Equitable Accumulator offers you several choices for receiving retirement
 income. Each choice enables you to receive fixed or, in some cases, variable
 annuity payments.

 You can choose from among the six different annuity payout options listed
 below. Restrictions apply, depending on the type of contract you own.



- ----------------------------------------------------------
 Annuity payout options     Life annuity
                            Life annuity - period
                             certain
                            Life annuity - refund
                             certain
                            Period certain annuity
- ----------------------------------------------------------
 Income Manager payout      Life annuity with a period
   options                   certain
                            Period certain annuity
- ----------------------------------------------------------

 Annuity payout options

 You can choose from among the following annuity payout options:

 o  Life annuity: An annuity that 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 continuation of benefits following
    the annuitant's death with this payout option, it provides the highest
    monthly payment of any of the life annuity options, so long as the annuitant
    is living.

 o  Life annuity - period certain: An annuity that guarantees payments for the
    rest of the annuitant's life. If the annuitant dies before the end of a
    selected period of time ("period certain"), payments continue to the
    beneficiary for the balance of the period certain. A life annuity with a
    period certain of 10 years is the normal form of annuity under the
    contracts. The period certain cannot extend beyond the annuitant's life
    expectancy.

 o  Life annuity - refund certain: An annuity that guarantees payments for the
    rest of the annuitant's life. If the annuitant dies before the amount
    applied to purchase the annuity option has been recovered, payments to the
    beneficiary will continue until that amount has been recovered. This payout
    option is available only as a fixed annuity.

 o  Period certain annuity: An annuity that guarantees payments for a specific
    period of time, usually 5, 10, 15 or 20 years. This option does not
    guarantee payments for the rest of the annuitant's life. It does not permit
    any repayment of the unpaid principal, so you cannot elect to receive part
    of the payments as a single sum payment with the rest paid in monthly
    annuity payments. Currently, this payout option is available only as a fixed
    annuity.

 All of the above payout options are available as fixed annuities. With fixed
 annuities, we guarantee fixed annuity payments that will be based either on the
 tables of guaranteed annuity payments in your contract or on our then current
 annuity rates, whichever is more favorable for you.

 The life annuity, life annuity - period certain, and life annuity - refund
 certain payout options are available on a single life or joint and survivor
 life basis. The joint and survivor life annuity guarantees payments for the
 rest of the annuitant's life and, after the annuitant's death, payments
 continue to the survivor.

 The following annuity payout options are available as variable annuities:

 o  Life annuity (except in New York).

 o  Life annuity - period certain.

 o  Joint and survivor life annuity (100% to survivor).

 o  Joint and survivor life period certain annuity (100% to survivor).

 Variable annuities may be funded through your choice of variable investment
 options investing in Portfolios of The Hudson River Trust. The contract also
 offers a fixed annuity payout option which can be elected in combination with
 the variable annuity payout options. The amount of each variable annuity
 payment will fluctuate, depending upon the performance of the variable
 investment options, and


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44      Accessing your money
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- --------------------------------------------------------------------------------

 whether the actual rate of investment return is higher or lower than an assumed
 base rate. Please see "Annuity Unit Values" in the SAI.

 We may offer other payout options not outlined here. Your Equitable associate
 can provide details.


 Selecting an annuity payout option

 When you select a payout option, we will issue you a separate written agreement
 confirming your right to receive annuity payments. We require you to return
 your contract before annuity payments begin.

 For NQ and IRA contracts, unless you choose a different payout option, we will
 pay annuity payments under a life annuity with a certain period of 10 years.
 The only payout options available under QP contracts and Rollover TSA contracts
 are the life annuity 10 year period certain and the joint and survivor life
 annuity 10 year period certain.

 You can choose the date annuity payments begin but it may not be earlier than
 one year from the contract date. You can change the date your annuity payments
 are to begin anytime before that date as long as you do not choose a date later
 than the 28th day of any month. Also, that date may not be later than the
 contract date anniversary that follows the annuitant's 90th birthday. This may
 be different in some states.

 Before your annuity payments are to begin, we will notify you by letter that
 the annuity payout options are available. Once you have selected a payout
 option and payments have begun, no change can be made other than transfers (if
 permitted in the future) among the variable investment options if a variable
 annuity is selected.

 The amount of the annuity payments will depend on the amount applied to
 purchase the annuity, the type of annuity chosen and whether it is fixed or
 variable, in the case of a life annuity, the annuitant's age (or the
 annuitant's and joint annuitant's ages) and in certain instances, the sex of
 the annuitant(s).

 The amount we apply to provide annuity payments will depend on the type of
 payout option you select. If you select a payout option that provides for
 payments for the rest of the annuitant's life, then we will apply your account
 value. If you select a payout option that provides for payments for a period
 certain, then we will apply your cash value. However, if the period certain is
 more than five years, we will apply not less than 95% of the account value.
 Amounts in the fixed maturity options that are applied to a payout option
 before a maturity date will result in a market value adjustment.

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


 Income Manager payout options

 For NQ and IRA contracts, two Income Manager payout options are also available.
 These are the Income Manager (Life Annuity with a Period Certain) and the
 Income Manager (Period Certain).

 For QP contracts, the Income Manager payout options are available only after
 the trustee of the qualified plan directly rolls over the QP contract to a
 Rollover IRA contract. In this process the ownership of the QP contract is
 changed to the annuitant. The rollover to a Rollover IRA contract and the
 change of ownership may only occur when the annuitant will no longer be a
 participant in the qualified plan.

 For Rollover TSA contracts, the Income Manager payout annuity options are
 available only after the Rollover TSA contract is rolled over to a Rollover IRA
 contract. This may generally occur when you are age 59 1/2, or you have
 separated from service with the employer who provided the Rollover TSA funds.

 The Income Manager (Life Annuity with a Period Certain) provides guaranteed
 payments for the annuitant's life or for the annuitant's life and the life of a
 joint annuitant. The Income Manager (Period Certain) provides payments for a
 specified period. The contract owner and annuitant must meet the issue age and
 payment requirements. Both Income Manager annuities provide guaranteed level
 payments (NQ


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                                                   Accessing your money       45
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 and IRA contracts). The Income Manager (Life Annuity with a Period Certain)
 also provides guaranteed increasing payments (NQ contracts only).

 If you apply only part of the account value of your contract to either of the
 Income Manager payout annuities we will consider it a withdrawal and may deduct
 a withdrawal charge. We will not deduct a withdrawal charge if you apply all of
 your account value at a time when the dollar amount of the withdrawal charge is
 greater than 2% of remaining contributions (after withdrawals). However, a new
 withdrawal charge schedule will apply under the Income Manager annuity. For
 purposes of the withdrawal charge schedule, the year in which your account
 value is applied under the Income Manager annuity will be "contract year 1." In
 addition, we will not deduct a withdrawal charge if you apply all of your
 account value from your Equitable Accumulator contract when the dollar amount
 of the withdrawal charge under such contract is 2% or less. This means that no
 withdrawal charge schedule will apply under the Income Manager payout annuity
 contract.

 You should consider the timing of your purchase as it relates to the potential
 for withdrawal charges under the Income Manager annuity. No additional
 contributions will be permitted under an Income Manager (Life Annuity with a
 Period Certain).

 You also may apply your account value to an Income Manager (Period Certain)
 annuity once withdrawal charges are no longer in effect under your contract. No
 withdrawal charges will apply under that Income Manager annuity.

 The Income Manager annuities are described in a separate prospectus. Copies of
 the most current version are available from your Equitable associate. To
 purchase an Income Manager annuity we also require the return of your contract.
 We will issue an Income Manager annuity to put one of the payout annuities into
 effect. Depending upon your circumstances, this may be done on a tax-free
 basis. Please consult your tax adviser.


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46      Charges and expenses
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- --------------------------------------------------------------------------------
5
Charges and expenses
- --------------------------------------------------------------------------------


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

 CHARGES THAT EQUITABLE LIFE DEDUCTS

 We deduct the following charges each day from the net assets of each variable
 investment option. These charges are reflected in the unit values of each
 variable investment option:

 o  A mortality and expense risks charge.

 o  An administrative charge.

 We deduct the following charges from your account value. When we deduct these
 charges from your variable investment options, we reduce the number of units
 credited to your contract:

 o  On each contract date anniversary - an annual administrative charge
    (Flexible Premium IRA and Flexible Premium Roth IRA contracts only)

 o  At the time you make certain withdrawals or surrender your contract - a
    withdrawal charge.

 o  If you elect the optional benefit - a charge for the optional baseBUILDER
    benefit.

 o  At the time annuity payments are to begin - charges for state premium and
    other taxes. An annuity administrative fee may also apply.

 More information about these charges appears below. We will not increase these
 charges for the life of your contract, except as noted. We may reduce certain
 charges under group or sponsored arrangements. See "Group or sponsored
 arrangements" below.

 To help with your retirement planning, we may offer other annuities with
 different charges, benefits, and features. Please contact your Equitable
 associate for more information.


 Mortality and expense risks charge

 We deduct a daily charge from the net assets in each variable investment option
 to compensate us for mortality and expense risks, including the guaranteed
 minimum death benefit. The daily charge is equivalent to an annual rate of
 1.10% of the net assets in each variable investment option.

 The mortality risk we assume is the risk that annuitants as a group will live
 for a longer time than our actuarial tables predict. If that happens, 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 contract, will differ from actual mortality experience. Lastly,
 we assume a mortality risk to the extent that at the time of death, the
 guaranteed minimum death benefit exceeds the cash value of the contract. The
 expense risk we assume is the risk that it will cost us more to issue and
 administer the contracts than we expect.


 Administrative charge

 We deduct a daily charge from the net assets in each variable investment option
 to compensate us for administrative expenses under the contracts. The daily
 charge is equivalent to an annual rate of 0.25% of the net assets in each
 variable investment option. We reserve the right under the contracts to
 increase this charge to an annual rate of 0.35%.


 Annual administrative charge (Flexible Premium IRA and Flexible Premium Roth
 IRA contracts only)

 Under Flexible Premium IRA and Flexible Premium Roth IRA contracts, we deduct
 an administrative charge from your account value on each contract date
 anniversary. We deduct the charge if your account value on the last business
 day of the contract year, before the deduction of any other charges, is less
 than $25,000. If your account value on such date is $25,000 or more, this
 charge will equal zero. During the first two contract years, the charge is
 equal to $30 or, if less, 2% of your account value. The charge is $30 for
 contract years three and later.

 We will deduct this charge from your value in the variable investment options
 on a pro rata basis. If there is not enough value in the variable investment
 options, we will deduct all or a portion of the charge from the fixed maturity
 options in order of the earliest maturity date(s) first. If you surrender your
 contract during the contract year we will deduct a pro rata portion of the
 charge.


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                                                    Charges and expenses      47
- --------------------------------------------------------------------------------


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

 Withdrawal charge

 A withdrawal charge applies in two circumstances: 

 (1) if you make one or more withdrawals during a contract year that, in total,
 exceed the 15% free withdrawal amount, described below, or (2) if you surrender
 your contract to receive its cash value.

 The withdrawal charge equals a percentage of the contributions withdrawn. The
 percentage that applies depends on how long each contribution has been invested
 in the contract. We determine the withdrawal charge separately for each
 contribution according to the following table:



- --------------------------------------------------------------------------------
                                    CONTRACT YEAR
- --------------------------------------------------------------------------------
                    1       2        3        4       5       6        7     8+
- --------------------------------------------------------------------------------
 Percentage of
   contribution     7%      6%      5%        4%      3%      2%      1%     0%
- --------------------------------------------------------------------------------

 If the Assured Payment Option or APO Plus is in effect, the withdrawal charge
 is equal to a percentage of the contributions withdrawn minus any amounts
 allocated to the life contingent annuity.

 For purposes of calculating the withdrawal charge, we treat the contract year
 in which we receive a contribution as "contract year 1." Amounts withdrawn up
 to the free withdrawal amount are not considered withdrawal of any
 contribution. We also treat contributions that have been invested the longest
 as being withdrawn first. We treat contributions as withdrawn before earnings
 for purposes of calculating the withdrawal charge. However, federal income tax
 rules treat earnings under your contract as withdrawn first. See "Tax
 information."

 In order to give you the exact dollar amount of the withdrawal you request, we
 deduct the amount of the withdrawal and the withdrawal charge from your account
 value. Any amount deducted to pay a withdrawal charge is also subject to a
 withdrawal charge. We deduct the charge in proportion to the amount of the
 withdrawal subtracted from each investment option. The withdrawal charge helps
 cover our sales expenses.

 The withdrawal charge does not apply in the circumstances described below.

 15% free withdrawal amount. Each contract year you can withdraw up to 15% of
 your account value without paying a withdrawal charge. The 15% free withdrawal
 amount is determined using your account value on the most recent contract date
 anniversary, minus any other withdrawals made during the contract year. The 15%
 free withdrawal amount does not apply if you surrender your contract.

 The free withdrawal amount is 10% of your account value under the Assured
 Payment Option and APO Plus.

 Note the following special rule for NQ contracts issued to a charitable
 remainder trust, the free withdrawal amount will equal the greater of: (1) the
 current account value, less contributions that have not been withdrawn
 (earnings in the contract), and (2) the 15% free withdrawal amount defined
 above.

 Minimum distributions. The withdrawal charge does not apply to withdrawals
 taken under our minimum distribution withdrawal option. However, those
 withdrawals are counted towards the 15% free withdrawal amount if you also make
 a lump sum withdrawal in any contract year.

 Disability, terminal illness or confinement to nursing home. The withdrawal
 charge also does not apply if:

 o  The annuitant has qualified to receive Social Security disability benefits
    as certified by the Social Security Administration; or

 o  We receive proof satisfactory to us (including certification by a licensed
    physician) that the annuitant's life expectancy is six months or less; or

 o  The annuitant has been confined to a nursing home for more than 90 days (or
    such other period, as required in your state) as verified by a licensed
    physician. A nursing home for this purpose means one that is (a) approved by
    Medicare as a provider of skilled nursing care service, or (b) licensed as a
    skilled nursing home by the state or territory in which it is located (it
    must be within the United States,


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48      Charges and expenses
- --------------------------------------------------------------------------------


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

    Puerto Rico, or U.S. Virgin Islands) and meets all of the following:

    - its main function is to provide skilled, intermediate, or custodial
       nursing care;

    - it provides continuous room and board to three or more persons;

    - it is supervised by a registered nurse or licensed practical nurse;

    - it keeps daily medical records of each patient;

    - it controls and records all medications dispensed; and

    - its primary service is other than to provide housing for residents.

 We reserve the right to impose a withdrawal charge, in accordance with your
 contract and applicable state law, if the disability is caused by a preexisting
 condition or a condition that began within 12 months of the contract date. Some
 states may not permit us to waive the withdrawal charge in the above
 circumstances, or may limit the circumstances for which the withdrawal charge
 may be waived. Your Equitable associate can provide more information or you may
 contact our Processing Office.


 baseBUILDER benefits charge

 If you elect the baseBUILDER combined guaranteed minimum income benefit and
 guaranteed minimum death benefit, we deduct a charge annually from your account
 value on each contract date anniversary. The charge is equal to 0.30% of the
 benefit base in effect on the contract date anniversary.

 We will deduct this charge from your value in the variable investment options
 on a pro rata basis. If there is not enough value in the variable investment
 options, we will deduct all or a portion of the charge from the fixed maturity
 options in order of the earliest maturity date(s) first. A market value
 adjustment may apply.

 Charges for state premium and other applicable taxes

 We deduct a charge for applicable taxes such as premium taxes that may be
 imposed in your state. Generally, we deduct the charge from the amount applied
 to provide an annuity payout. The current tax charge that might be imposed
 varies by state and ranges from 0% to 3.5% (1% in Puerto Rico and 5% in the
 U.S. Virgin Islands).

 Annuity administrative fee

 We generally deduct a fee of up to $350 from the amount to be applied to
 purchase a life annuity payout option.


 CHARGES THAT THE TRUSTS DEDUCT

 The Hudson River Trust and EQ Advisors Trust each deducts charges for the
 following types of fees and expenses:

 o Investment advisory fees ranging from 0.25% to 1.15%.

 o  12b-1 fees of 0.25%.

 o  Operating expenses, such as trustees' fees, independent auditors' fees,
    legal counsel fees, administrative service fees, custodian fees, and
    liability insurance.

 o  Investment-related expenses, such as brokerage commissions.

 These charges are reflected in the daily share price of each Portfolio. Since
 shares of each trust are purchased at their net asset value, these fees and
 expenses are, in effect, passed on to the variable investment options and are
 reflected in their unit values. For more information about these charges,
 please refer to the prospectuses for The Hudson River Trust and EQ Advisors
 Trust following this prospectus.


 GROUP OR SPONSORED ARRANGEMENTS

 For certain group or sponsored arrangements, we may reduce the withdrawal
 charge or the mortality and expense risks charge, or change the minimum initial
 contribution requirements. We also may change the guaranteed minimum income
 benefit and the guaranteed minimum death benefit,


<PAGE>

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                                                    Charges and expenses      49
- --------------------------------------------------------------------------------


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

 or offer variable investment options that invest in shares of The Hudson River
 Trust or EQ Advisors Trust that are not subject to the 12b-1 fee. Group
 arrangements include those in which a trustee or an employer, for example,
 purchases contracts covering a group of individuals on a group basis. Group
 arrangements are not available for IRA contracts. Sponsored arrangements
 include those in which an employer allows us to sell contracts 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 or sponsoring organization, 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, such as requirements for size and number of years in existence.
 Group or sponsored arrangements that have been set up solely to buy contracts
 or that have been in existence less than six months will not qualify for
 reduced charges.

 We also may establish different rates to maturity for the fixed maturity
 options under different classes of contracts for group or sponsored
 arrangements.

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

 Group or sponsored arrangements may be governed by federal income tax rules,
 ERISA, or both. We make no representations with regard to the impact of these
 and other applicable laws on such programs. We recommend that employers,
 trustees, and others purchasing or making contracts available for purchase
 under such programs seek the advice of their own legal and benefits advisers.


 OTHER DISTRIBUTION ARRANGEMENTS

 We may reduce or eliminate charges when sales are made in a manner that result
 in savings of sales and administrative expenses, such as sales through persons
 who are compensated by clients for recommending investments and who receive no
 commission or reduced commissions in connection with the sale of the contracts.
 We will not permit a reduction or elimination of charges where it would be
 unfairly discriminatory.


<PAGE>


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50      Payment of death benefit
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
6
Payment of death benefit
- --------------------------------------------------------------------------------


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

 YOUR BENEFICIARY AND PAYMENT OF BENEFIT

 You designate your beneficiary when you apply for your contract. You may change
 your beneficiary at any time. The change will be effective on the date the
 written request for the change is signed. Under jointly owned contracts, the
 surviving owner is considered the beneficiary, and will take the place of any
 other beneficiary. You may be limited as to the beneficiary you can designate
 in a Rollover TSA contract. In a QP contract, the beneficiary must be the
 trustee.

 The death benefit is equal to your account value, or, if greater, the
 guaranteed minimum death benefit. The guaranteed minimum death benefit is part
 of your contract, whether you select the combined baseBUILDER benefit or not.
 We determine the amount of the death benefit as of the date we receive
 satisfactory proof of the annuitant's death and any required instructions for
 the method of payment. Under Rollover TSA contracts we will deduct the amount
 of any outstanding loan plus accrued interest from the amount of the death
 benefit.

 The death benefit payable under the Assured Payment Option or APO Plus is
 described earlier in this prospectus. See "Assured Payment Option and APO
 Plus."


 Effect of the annuitant's death

 If the annuitant dies before the annuity payments begin, we will pay the death
 benefit to your beneficiary.

 Generally, the death of the annuitant terminates the contract. However, a
 beneficiary who is the surviving spouse of the owner/annuitant can choose to be
 treated as the successor owner/annuitant and continue the contract. Only a
 spouse can be a successor owner/annuitant. Under Rollover TSA contracts, you
 cannot have a successor owner/annuitant.

 For Rollover IRA and Flexible Premium IRA contracts, a beneficiary who is not a
 surviving spouse may be able to have limited ownership.

 When an NQ contract owner dies before the annuitant

 Under certain conditions the owner can change after the original owner's death.
 When you are not the annuitant under an NQ contract and you die before annuity
 payments begin, the beneficiary named to receive the death benefit upon the
 annuitant's death will automatically become the successor owner. If you do not
 want the person named to receive the death benefit upon the annuitant's death
 to be the successor owner, you should name a successor owner. You may name a
 different person that will become the successor owner at any time by sending
 satisfactory notice to our Processing Office. If the contract is jointly owned
 and the first owner to die is not the annuitant, the surviving owner becomes
 the sole contract owner. This person will be considered the "beneficiary" for
 purposes of the distribution rules described in this section. The surviving
 owner automatically takes the place of any other beneficiary designation.

 Unless the surviving spouse of the owner who has died (or in the case of a
 joint ownership situation, the surviving spouse of the first owner to die) is
 the successor owner for this purpose, the entire interest in the contract must
 be distributed under the following rules:

 o  The cash value of the contract must be fully paid to the designated
    beneficiary (new owner) by December 31st of the fifth calendar year after
    your death (or in a joint ownership situation, the death of the first owner
    to die).

 o  The successor owner may instead elect to receive the cash value as a life
    annuity (or payments for a period certain of not longer than the new owner's
    life expectancy). Payments must begin no later than December 31st following
    the calendar year of the non-annuitant owner's death. Unless this
    alternative is elected, we will pay any cash value on December 31st of the
    fifth calendar year following the year of your death (or the death of the
    first owner to die).


<PAGE>

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                                                     Payment of death benefit 51
- --------------------------------------------------------------------------------


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

 o  If the surviving spouse is the successor owner or joint owner, the spouse
    may elect to continue the contract. No distributions are required as long as
    the surviving spouse and annuitant are living.


 HOW DEATH BENEFIT PAYMENT IS MADE

 We will pay the death benefit to the beneficiary in the form of the annuity
 payout option you have chosen. If you have not chosen an annuity payout option
 as of the time of the annuitant's death, the beneficiary will receive the death
 benefit in a single sum. However, subject to any exceptions in the contract,
 our rules and any applicable requirements under federal income tax rules, the
 beneficiary may elect to apply the death benefit to one or more annuity payout
 options we offer at the time. See "Choosing your annuity payout options"
 earlier in this prospectus. Please note that if you are both the contract owner
 and the annuitant, you may elect only a life annuity or an annuity that does
 not extend beyond the life expectancy of the beneficiary.


 Successor owner and annuitant

 If you are both the contract owner and the annuitant, and your spouse is the
 sole beneficiary or the joint owner, then your spouse may elect to receive the
 death benefit or continue the contract as successor owner/annuitant.

 If your surviving spouse decides to continue the contract, then on the contract
 date anniversary following your death, we will increase the account value to
 equal your current guaranteed minimum death benefit, if it is higher than the
 account value. In determining whether the guaranteed minimum death benefit will
 continue to grow, we will use your surviving spouse's age (as of the contract
 date anniversary).


 BENEFICIARY CONTINUATION OPTION FOR ROLLOVER IRA AND FLEXIBLE PREMIUM IRA
 CONTRACTS

 Upon your death under a Rollover IRA or Flexible Premium IRA contract, a
 non-spouse beneficiary may generally elect to keep the contract in your name
 and receive distributions under the contract instead of the death benefit being
 paid in a single sum.

 If you die AFTER the "required beginning date" (see "Tax information") for
 required minimum distributions, the contract will continue if:

 (a) you were receiving minimum distribution withdrawals from this contract;
       and

 (b)   the pattern of minimum distribution withdrawals you chose was based in
       part on the life of the designated beneficiary.

 The withdrawals will then continue to be paid to the beneficiary on the same
 basis as you chose before your death. We will be able to tell your beneficiary
 whether this option is available to them. You should contact our Processing
 Office for further information.

 If you die BEFORE the "required beginning date" (and therefore you were not
 taking minimum distribution withdrawals under the contract), the beneficiary
 may begin taking minimum distribution withdrawals under the contract. We will
 increase the account value to equal the death benefit if the death benefit is
 greater than the account value. That amount will be used to provide the
 withdrawals. These withdrawals will begin by December 31st of the calendar year
 following your death and will be based on the beneficiary's life expectancy. If
 there is more than one beneficiary, the shortest life expectancy is used.

 The designated beneficiary must be a natural person and of legal age at the
 time of election. The beneficiary must elect this option within 30 days
 following the date we receive proof of your death. This option may not be
 elected if the Assured Payment Option or APO Plus were in effect at the time of
 your death.

 While the contract continues in your name, the beneficiary may make transfers
 among the investment options. However, additional contributions will not be
 permitted and the guaranteed minimum income benefit and the death benefit
 (including the guaranteed minimum death benefit)


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52      Payment of death benefit
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- --------------------------------------------------------------------------------

 provisions will no longer be in effect. Although the only withdrawals that will
 be permitted are minimum distribution withdrawals, the beneficiary may choose
 at any time to withdraw all of the account value and no withdrawal charges will
 apply.


<PAGE>

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                                                         Tax information      53
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7
Tax information
- --------------------------------------------------------------------------------


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

 OVERVIEW

 In this part of the prospectus, we discuss the current federal income tax rules
 that generally apply to Equitable Accumulator contracts owned by United States
 taxpayers. The tax rules can differ, depending on the type of contract, whether
 NQ, Rollover IRA, Flexible Premium IRA, Roth Conversion IRA, Flexible Premium
 Roth IRA, QP or Rollover TSA. Therefore, we discuss the tax aspects of each
 type of contract separately.

 We cannot provide detailed information on all tax aspects of the contracts.
 Moreover, the tax aspects that apply to a particular person's contract may vary
 depending on the facts applicable to that person. We do not discuss state
 income and other state taxes, federal income tax and withholding rules for
 non-U.S. taxpayers, or federal gift and estate taxes. Transfers of the
 contract, rights under the contract, or payments under the contract may be
 subject to gift or estate taxes. You should not rely only on this document, but
 should consult your tax adviser before your purchase.

 If you are buying a contract to fund a retirement plan that already provides
 tax deferral under sections of the Internal Revenue Code (IRA, QP, and Rollover
 TSA), you should do so for the contract's features and benefits other than tax
 deferral. In such situations, the tax deferral of the contract does not provide
 additional benefits.

 Federal income tax rules include the United States laws in the Internal Revenue
 Code, and Treasury Department Regulations and Internal Revenue Service ("IRS")
 interpretations of the Internal Revenue Code. These tax rules may change. We
 cannot predict whether, when, or how these rules could change. Any change could
 affect contracts purchased before the change.


 TRANSFERS AMONG INVESTMENT OPTIONS

 You can make transfers among investment options inside the contract without
 triggering taxable income.

 TAXATION OF NONQUALIFIED ANNUITIES


 Contributions

 You may not deduct the amount of your contributions for a nonqualified annuity
 contract.


 Contract earnings

 Generally, you are not taxed on contract earnings until you receive a
 distribution from your contract, whether as a withdrawal or as an annuity
 payment. However, earnings are taxable, even without a distribution:

 o  if a contract fails investment diversification requirements as specified in
    federal income tax rules (these rules are based on or are similar to those
    specified for mutual funds under the securities laws);

 o  if you transfer a contract, for example, as a gift to someone other than
    your spouse (or former spouse);

 o  if you use a contract as security for a loan (in this case, the amount
    pledged will be treated as a distribution); and

 o  if the owner is other than an individual (such as a corporation,
    partnership, trust, or other non-natural person).

 All nonqualified deferred annuity contracts that we issue to you during the
 same calendar year are linked together and treated as one contract for
 calculating the taxable amount of any distribution from any of those contracts.


 Annuity payments

 Once annuity payments begin, a portion of each payment is taxable as ordinary
 income. You get back the remaining portion without paying taxes on it. This is
 your "investment in the contract." Generally, your investment in the contract
 equals the contributions you made, less any amounts you previously withdrew
 that were not taxable.

 For fixed annuity payments, the tax-free portion of each payment is determined
 by (1) dividing your investment in the contract by the total amount you are
 expected to receive out of the contract, and (2) multiplying the result by the
 amount of the payment. For variable annuity payments, your


<PAGE>

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54      Tax information
- --------------------------------------------------------------------------------


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

 investment in the contract divided by the number of expected payments is your
 tax-free portion of each payment.

 Once you have received the amount of your investment in the contract, all
 payments after that are fully taxable. If payments under a life annuity stop
 because the annuitant dies, there is an income tax deduction for any
 unrecovered investment in the contract.


 Payments made before annuity payments begin

 If you make withdrawals before annuity payments begin under your contract, they
 are taxable to you as ordinary income if there are earnings in the contract.
 Generally, earnings are your account value less your investment in the
 contract. If you withdraw an amount which is more than the earnings in the
 contract as of the date of the withdrawal, the balance of the distribution is
 treated as a return of your investment in the contract and is not taxable.


 Contracts purchased through exchanges

 You may purchase your NQ contract through an exchange of another contract.
 Normally, exchanges of contracts are taxable events. The exchange will not be
 taxable under Section 1035 of the Internal Revenue Code if:

 o  The contract which is the source of the funds you are using to purchase the
    NQ contract is another nonqualified deferred annuity contract (or life
    insurance or endowment contract).

 o  The owner and the annuitant are the same under the source contract and the
    Equitable Accumulator NQ contract (if you are using a life insurance or
    endowment contract the owner and the insured must be the same on both sides
    of the exchange transaction).

 The tax basis of the source contract carries over to the Equitable Accumulator
 NQ contract.


 Surrenders

 If you surrender or cancel the contract, the distribution is taxable as
 ordinary income (not capital gain) to the extent it exceeds your investment in
 the contract.

 Death benefit payments made to a beneficiary after your death

 For the rules applicable to death benefits, see "Payment of death benefit" and
 "When an NQ contract owner dies before the annuitant" earlier in this
 prospectus. The tax treatment of a death benefit taken as a single sum is
 generally the same as the tax treatment of a withdrawal from or surrender of
 your contract. The tax treatment of a death benefit taken as annuity payments
 is generally the same as the tax treatment of annuity payments under your
 contract.


 Early distribution penalty tax

 If you take distributions before you are age 59 1/2 a penalty tax of 10% of
 the taxable portion of your distribution applies in addition to the income tax.
 The extra penalty tax does not apply to pre-age 59 1/2 distributions made:

 o  on or after your death; or

 o  because you are disabled (special federal income tax definition); or

 o  in the form of substantially equal periodic annuity payments for your life
    (or life expectancy) or the joint lives (or joint life expectancy) of you
    and a beneficiary.


 SPECIAL RULES FOR NQ CONTRACTS ISSUED IN

 PUERTO RICO

 Under current law we treat income from NQ contracts 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 NQ contracts is also subject to Puerto Rico tax. The
 calculation of the taxable portion of amounts distributed from a contract may
 differ in the two jurisdictions. Therefore, you might have to file both U.S.
 and Puerto Rico tax returns, showing different amounts of income from the
 contract for each tax return. Puerto Rico generally provides a credit against
 Puerto Rico tax for U.S. tax paid. Depending on your


<PAGE>

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                                                         Tax information      55
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- --------------------------------------------------------------------------------

 personal situation and the timing of the different tax liabilities, you may not
 be able to take full advantage of this credit.


 INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS)

 General

 "IRA" stands for individual retirement arrangement. There are two basic types
 of such arrangements, individual retirement accounts and individual retirement
 annuities. In an individual retirement account, a trustee or custodian holds
 the assets for the benefit of the IRA owner. The assets can include mutual
 funds and certificates of deposit. In an individual retirement annuity, an
 insurance company issues an annuity contract that serves as the IRA.

 There are several types of IRAs, as follows:

 o  "Traditional IRAs," typically funded on a pre-tax basis;

 o  Roth IRAs, first available in 1998, funded on an after-tax basis; and

 o  SEP-IRAs and SIMPLE-IRAs, issued and funded in connection with
    employer-sponsored retirement plans.

 Regardless of the type of IRA, your ownership interest in the IRA cannot be
 forfeited. You or your beneficiaries who survive you are the only ones who can
 receive the IRA's benefits or payments.

 You can hold your IRA assets in as many different accounts and annuities as you
 would like, as long as you meet the rules for setting up and making
 contributions to IRAs. However, if you own multiple IRAs, you may be required
 to combine IRA values or contributions for tax purposes. For further
 information about individual retirement arrangements, you can read Internal
 Revenue Service Publication 590 ("Individual Retirement Arrangements (IRAs)").
 This publication is usually updated annually, and can be obtained from any IRS
 district office or the IRS website (http://www.irs.ustreas.gov).

 The Equitable Accumulator IRA contract is designed to qualify as an "individual
 retirement annuity" under Section 408(b) of the Internal Revenue Code. You may
 purchase the contract as a traditional IRA or Roth IRA. The traditional IRAs we
 offer are the Rollover IRA and Flexible Premium IRA. The versions of the Roth
 IRA available are the Roth Conversion IRA and Flexible Premium Roth IRA. This
 prospectus contains the information that the IRS requires you to have before
 you purchase an IRA. This section of the prospectus covers some of the special
 tax rules that apply to IRAs. The next section covers Roth IRAs. Education IRAs
 are not discussed in this prospectus because they are not available in
 individual retirement annuity form.

 The Equitable Accumulator IRA contract has been approved by the IRS as to form
 for use as a traditional IRA. We expect to submit the Roth IRA version for
 formal IRS approval in 1999. This IRS approval is a determination only as to
 the form of the annuity. It does not represent a determination of the merits of
 the annuity as an investment. The IRS approval does not address every feature
 possibly available under the Equitable Accumulator IRA contract.


 Cancellation

 You can cancel an Equitable Accumulator IRA contract by following the
 directions under "Your right to cancel within a certain number of days" earlier
 in the prospectus. You can cancel an Equitable Accumulator Roth Conversion IRA
 contract issued as a result of a full conversion of an Equitable Accumulator
 Rollover IRA or Flexible Premium IRA contract by following the instructions in
 the request for full conversion form. The form is available from our Processing
 Office or your registered representative. If you cancel an IRA contract, we may
 have to withhold tax, and we must report the transaction to the IRS. A contract
 cancellation could have an unfavorable tax impact.

 Traditional individual retirement annuities (traditional IRAs)


 Contributions to traditional IRAs

 Individuals may make three different types of contributions to a traditional
 IRA:

 o  regular contributions out of earned income or compensation; or


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56      Tax information
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- --------------------------------------------------------------------------------

 o  tax-free "rollover" contributions; or

 o  direct custodian-to-custodian transfers from other traditional IRAs ("direct
    transfers").

 Regular traditional IRA, direct transfer, and rollover contributions may be
 made to a Flexible Premium IRA contract. We only permit direct transfer and
 rollover contributions under a Rollover IRA contract. See "Rollovers and
 transfers" below.


 Regular contributions to traditional IRAs


 Limits on contributions

 Generally, $2,000 is the maximum amount that you may contribute to all IRAs
 (including Roth IRAs) in any taxable year. When your earnings are below $2,000,
 your earned income or compensation for the year is the most you can contribute.
 This $2,000 limit does not apply to rollover contributions or direct
 custodian-to-custodian transfers into a traditional IRA. You cannot make
 regular traditional IRA contributions for the tax year in which you reach age
 70 1/2 or any tax year after that.


 Special rules for spouses

 If you are married and file a joint income tax return, you and your spouse may
 combine your compensation to determine the amount of regular contributions you
 are permitted to make to traditional IRAs (and Roth IRAs discussed below). Even
 if one spouse has no compensation or compensation under $2,000, married
 individuals filing jointly can contribute up to $4,000 for any taxable year to
 any combination of traditional IRAs and Roth IRAs. (Any contributions to Roth
 IRAs reduce the ability to contribute to traditional IRAs and vice versa.) The
 maximum amount may be less if earned income is less and the other spouse has
 made IRA contributions. No more than a combined total of $2,000 can be
 contributed annually to either spouse's traditional and Roth IRAs. Each spouse
 owns his or her traditional IRAs and Roth IRAs even if the other spouse funded
 the contributions. A working spouse age 70 1/2 or over can contribute up to
 the lesser of $2,000 or 100% of "earned income" to a traditional IRA for a
 nonworking spouse until the year in which the nonworking spouse reaches age
 70 1/2.


 Deductibility of contributions

 The amount of traditional IRA contributions that you can deduct for a tax year
 depends on whether you are covered by an employer-sponsored tax-favored
 retirement plan, as defined under special federal income tax rules. Your Form
 W-2 will indicate whether or not you are covered by such a retirement plan.

 IF YOU ARE NOT COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, you
 can make fully deductible contributions to your traditional IRAs for each tax
 year up to $2,000 or, if less, your earned income.

 IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your
 adjusted gross income (AGI) is BELOW THE LOWER DOLLAR FIGURE IN A PHASE-OUT
 RANGE, you can make fully deductible contributions to your traditional IRAs.
 For each tax year, your fully deductible contribution can be up to $2,000 or,
 if less, your earned income.

 IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your
 AGI falls within a PHASE-OUT range, you can make PARTIALLY DEDUCTIBLE
 CONTRIBUTIONS to your traditional IRAs.

 IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your
 AGI falls ABOVE THE HIGHER FIGURE IN THE PHASE-OUT RANGE, you may not deduct
 any of your regular contributions to your traditional IRAs.

 If you are single and covered by a retirement plan during any part of the
 taxable year, the deduction for IRA contributions phases out with AGI between
 $31,000 and $41,000 in 1999. This range will increase every year until 2005
 when the range is $50,000-$60,000.

 If you are married and file a joint return, and you are covered by a retirement
 plan during any part of the taxable year, the deduction for traditional IRA
 contributions phases out with


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                                                        Tax information       57
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- --------------------------------------------------------------------------------

 AGI between $51,000 and $61,000 in 1999. This range will increase every year
 until 2007 when the range is $80,000-$100,000.

 Married individuals filing separately and living apart at all times are not
 considered married for purposes of this deductible contribution calculation.
 Generally, the active participation in an employer-sponsored retirement plan of
 an individual is determined independently for each spouse. Where spouses have
 "married filing jointly" status, however, the maximum deductible traditional
 IRA contribution for an individual who is not an active participant (but whose
 spouse is an active participant) is phased out for taxpayers with AGI of
 between $150,000 and $160,000.

 To determine the deductible amount of the contribution in 1999, you determine
 AGI and subtract $31,000 if you are single, or $51,000 if you are married and
 file a joint return with your spouse. The resulting amount is your excess AGI.
 You then determine the limit on the deduction for traditional IRA contributions
 using the following formula:




                            times   $2,000 (or earned  Equals    the adjusted
($10,000-excess AGI)          x     income, if less)     =       deductible
- -------------------------                                        contribution 
  divided by $10,000                                             limit        
                                                                 
                                                                           
                                                                           

 Nondeductible regular contributions

 If you are not eligible to deduct part or all of the traditional IRA
 contribution, you may still make nondeductible contributions on which earnings
 will accumulate on a tax-deferred basis. The combined deductible and
 nondeductible contributions to your traditional IRA (or the nonworking spouse's
 traditional IRA) may not, however, exceed the maximum $2,000 per person limit.
 See "Excess contributions" below. You must keep your own records of deductible
 and nondeductible contributions in order to prevent double taxation on the
 distribution of previously taxed amounts. See "Withdrawals, payments and
 transfer of funds out of traditional IRAs" below.

 If you are making nondeductible contributions in any taxable year, or you have
 made nondeductible contributions to a traditional IRA in prior years and are
 receiving distributions from any traditional IRA, you must file the required
 information with the IRS. Moreover, if you are making nondeductible traditional
 IRA contributions, you must retain all income tax returns and records
 pertaining to such contributions until interests in all traditional IRAs are
 fully distributed.


 When you can make regular contributions

 If you file your tax returns on a calendar year basis like most taxpayers, you
 have until the April 15 return filing deadline (without extensions) of the
 following calendar year to make your regular traditional IRA contributions for
 a tax year.


 Excess contributions

 Excess contributions to IRAs are subject to a 6% excise tax for the year in
 which made and for each year after until withdrawn. The following are excess
 contributions to IRAs:

 o  regular contributions of more than $2,000; or

 o  regular contributions of more than earned income for the year, if that
    amount is under $2,000; or

 o  regular contributions to a traditional IRA made after you reach age
    70 1/2; or

 o  rollover contributions of 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.

 You can avoid the excise tax by withdrawing an excess contribution (rollover or
 regular) before the due date (including extensions) for filing your federal
 income tax return for the year. If it is an excess regular traditional IRA
 contribution, you cannot take a tax deduction for the amount withdrawn. You do
 not have to include the excess contribution withdrawn as part of your income.
 It is also not subject to the 10% additional penalty tax on early
 distributions, discussed below under "Early distribution penalty tax." You do
 have to withdraw any earnings that are attributed to the excess contribution.
 The withdrawn earnings would be included in your gross income and could be
 subject to the 10% penalty tax.


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 Even after the due date for filing your return, you may withdraw an excess
 rollover contribution, without income inclusion or 10% penalty, if:

 (1) the rollover was from a qualified retirement plan to a traditional IRA;

 (2) the excess contribution was due to incorrect information that the plan
     provided; and

 (3) you took no tax deduction for the excess contribution.


 Rollovers and transfers

 Rollover contributions may be made to a traditional IRA from these sources:

 o  qualified plans;

 o  TSAs (including Internal Revenue Code Section 403(b)(7) custodial
    accounts); and

 o  other traditional IRAs.

 You may also change your mind about amounts contributed as Roth IRA funds to
 traditional IRA funds, in accordance with special federal income tax rules, if
 you use the forms we prescribe. This is referred to as having "recharacterized"
 your contribution.

 Any amount contributed to a traditional IRA after you reach 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.


 Rollovers from qualified plans or TSAs

 There are two ways to do rollovers:

 o  Do it yourself

    You actually receive a distribution that can be rolled over and you roll it
    over to a traditional IRA within 60 days after the date you receive the
    funds. The distribution from your qualified plan or TSA will be net of 20%
    mandatory federal income tax withholding. If you want, you can replace the
    withheld funds yourself and roll over the full amount.

 o  Direct rollover

    You tell your qualified plan trustee or TSA issuer/custodian/fiduciary to
    send the distribution directly to your traditional IRA issuer. Direct
    rollovers are not subject to mandatory federal income tax withholding.

 All distributions from a TSA or qualified plan are eligible rollover
 distributions, unless the distribution is:

 o  only after-tax contributions you made to the plan; or

 o  "required minimum distributions" after age 70 1/2 or separation from
    service; or

 o  substantially equal periodic payments made at least annually for your life
    (or life expectancy) or the joint lives (or joint life expectancies) of you
    and your designated beneficiary; or

 o  a hardship withdrawal; or

 o  substantially equal periodic payments made for a specified period of 10
    years or more; or

 o  corrective distributions which fit specified technical tax rules; or

 o  loans that are treated as distributions; or

 o  a death benefit payment to a beneficiary who is not your surviving spouse;
    or

 o  a qualified domestic relations order distribution to a beneficiary who is
    not your current spouse or former spouse.


 Rollovers from traditional IRAs to traditional IRAs

 You may roll over amounts from one traditional IRA to one or more of your other
 traditional IRAs if you complete the transaction within 60 days after you
 receive the funds. You may make such a rollover only once in every 12-month
 period for the same funds. Trustee-to-trustee or custodian-to-custodian direct
 transfers are not rollover transactions. You can make these more frequently
 than once in every 12-month period.

 The surviving spouse beneficiary of a deceased individual can roll over or
 directly transfer an inherited traditional IRA to one or more other traditional
 IRAs. Also, in some cases,


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 traditional IRAs can be transferred on a tax-free basis between spouses or
 former spouses as a result of a court ordered divorce or separation decree.


 Withdrawals, payments and transfers of funds out of traditional IRAs


 No federal income tax law restrictions on withdrawals

 You can withdraw any or all of your funds from a traditional IRA at any time.
 You do not need to wait for a special event like retirement.


 Taxation of payments

 Earnings in traditional IRAs are not subject to federal income tax until you or
 your beneficiary receives them. Taxable payments or distributions include
 withdrawals from your contract, surrender of your contract and annuity payments
 from your contract. Death benefits are also taxable. Except as discussed below,
 the total amount of any distribution from a traditional IRA must be included in
 your gross income as ordinary income.

 If you have ever made nondeductible IRA contributions to any traditional IRA
 (it does not have to be to this particular traditional IRA contract), those
 contributions are recovered tax free when you get distributions from any
 traditional IRA. You must keep permanent tax records of all of your
 nondeductible contributions to traditional IRAs. At the end of any year in
 which you have received a distribution from any traditional IRA, you calculate
 the ratio of your total nondeductible traditional IRA contributions (less any
 amounts previously withdrawn tax free) to the total account balances of all
 traditional IRAs you own at the end of the year plus all traditional IRA
 distributions made during the year. Multiply this by all distributions from the
 traditional IRA during the year to determine the nontaxable portion of each
 distribution.

 In addition, a distribution is not taxable if:

 o  the amount received is a withdrawal of excess contributions, as described
    under "Excess contributions" above; or

 o  the entire amount received is rolled over to another traditional IRA (see
    "Rollovers and transfers" above); or

 o  in certain limited circumstances, where the traditional IRA acts as a
    "conduit," you roll over the entire amount into a qualified plan or TSA that
    accepts rollover contributions. To get this "conduit" traditional IRA
    treatment:

   o   the source of funds you used to establish the traditional IRA must have
       been a rollover contribution from a qualified plan, and

   o   the entire amount received from the traditional 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.

 However, you may lose conduit treatment, if you make an eligible rollover
 distribution contribution to a traditional IRA and you commingle this
 contribution with other contributions. In that case, you may not be able to
 roll over these eligible rollover distribution contributions and earnings to
 another qualified plan or TSA at a future date. The Rollover IRA contract can
 be used as a conduit IRA if amounts are not commingled.

 Distributions from a traditional IRA are not eligible for favorable five-year
 averaging (or, in some cases, ten-year averaging and long-term capital gain
 treatment) available to certain distributions from qualified plans.


 Required minimum distributions


 Lifetime required minimum distributions

 You must start taking annual distributions from your traditional IRAs beginning
 at age 70 1/2.


 When you have to take the first required minimum distribution

 The first required minimum distribution is for the calendar year in which you
 turn age 70 1/2. You have the choice to take this first required minimum
 distribution during the


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 calendar year you actually reach age 70 1/2, or to delay taking it until the
 first three-month period in the next calendar year (January 1 - April 1).
 Distributions must start no later than your "required beginning date," which is
 April 1st of the calendar year after the calendar year in which you turn age
 70 1/2. If you choose to delay taking the first annual minimum distribution,
 then you will have to take two minimum distributions in that year - the delayed
 one for the first year and the one actually for that year. Once minimum
 distributions begin, they must be made at some time each year.


 How you can calculate required minimum distributions

 There are two approaches to taking required minimum distributions -
 "account-based" or "annuity-based."

 Account-based method. If you choose an "account-based" method, you divide the
 value of your traditional IRA as of December 31st of the past calendar year by
 a life expectancy factor from IRS tables. This gives you the required minimum
 distribution amount for that particular IRA for that year. The required minimum
 distribution amount will vary each year as the account value and your life
 expectancy factors change.

 You have a choice of life expectancy factors, depending on whether you choose a
 method based only on your life expectancy, or the joint life expectancies of
 you and another individual. You can decide to "recalculate" your life
 expectancy every year by using your current life expectancy factor. You can
 decide instead to use the "term certain" method, where you reduce your life
 expectancy by one every year after the initial year. If your spouse is your
 designated beneficiary for the purpose of calculating annual account-based
 required minimum distributions, you can also annually "recalculate" your
 spouse's life expectancy if you want. If you choose someone who is not your
 spouse as your designated beneficiary for the purpose of calculating annual
 account-based required minimum distributions, you have to use the "term
 certain" method of calculating that person's life expectancy. If you pick a
 nonspouse designated beneficiary, you may also have to do another special
 calculation.

 You can later apply your traditional IRA funds to a life annuity-based payout.
 You can only do this if you already chose to recalculate your life expectancy
 annually (and your spouse's life expectancy if you select a spousal joint
 annuity). For example, if you anticipate exercising your guaranteed minimum
 income benefit or selecting any other form of life annuity payout after you are
 age 70 1/2, you must have elected to recalculate life expectancies.

 Annuity-based method. If you choose an "annuity-based" method, you do not have
 to do annual calculations. You apply the account value to an annuity payout for
 your life or the joint lives of you and a designated beneficiary, or for a
 period certain not extending beyond applicable life expectancies.

 Do you have to pick the same method to calculate your required minimum
 distributions for all of your traditional IRAs and other retirement plans?

 No. If you want, you can choose a different method and a different beneficiary
 for each of your traditional IRAs and other retirement plans. For example, you
 can choose an annuity payout from one IRA, a different annuity payout from a
 qualified plan, and an account-based annual withdrawal from another IRA.


 Will we pay you the annual amount every year from your traditional IRA based on
 the method you choose?

 No, unless you affirmatively select an annuity payout option or an
 account-based withdrawal option such as our minimum distribution withdrawal
 option. Because the options we offer do not cover every option permitted under
 federal income tax rules, you may prefer to do your own required minimum
 distribution calculations for one or more of your traditional IRAs.


 What if you take more than you need to for any year?

 The required minimum distribution amount for your traditional IRAs is
 calculated on a year-by-year basis. There are no carry-back or carry-forward
 provisions. Also, you cannot apply required minimum distribution amounts you


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 take from your qualified plans to the amounts you have to take from your
 traditional IRAs and vice-versa. However, the IRS will let you calculate the
 required minimum distribution for each traditional IRA that you maintain, using
 the method that you picked for that particular IRA. You can add these required
 minimum distribution amount calculations together. As long as the total amount
 you take out every year satisfies your overall traditional IRA required minimum
 distribution amount, you may choose to take your annual required minimum
 distribution from any one or more traditional IRAs that you own.


 What if you take less than you need to for any year?

 Your IRA could be disqualified, and you could have to pay tax on the entire
 value. Even if your IRA is not disqualified, you could have to pay a 50%
 penalty tax on the shortfall (required amount for traditional IRAs less amount
 actually taken). It is your responsibility to meet the required minimum
 distribution rules. We will remind you when our records show that your age
 70 1/2 is approaching. If you do not select a method with us, we will assume
 you are taking your required minimum distribution from another traditional IRA
 that you own.


 What are the required minimum distribution payments after you die?

 If you die after either (a) the start of annuity payments, or (b) your required
 beginning date, your beneficiary must receive payment of the remaining values
 in the contract at least as rapidly as under the distribution method before
 your death. In some circumstances, your surviving spouse may elect to become
 the owner of the traditional IRA and halt distributions until he or she reaches
 age 70 1/2.

 If you die before your required beginning date and before annuity payments
 begin, federal income tax rules require complete distribution of your entire
 value in the contract within five years after your death. Payments to a
 designated beneficiary over the beneficiary's life or over a period certain
 that does not extend beyond the beneficiary's life expectancy are also
 permitted, if these payments start within one year of your death. A surviving
 spouse beneficiary can also (a) delay starting any payments until you would
 have reached age 70 1/2 or (b) roll over your traditional IRA into his or her
 own traditional IRA.


 Successor annuitant and owner

 If your spouse is the sole primary beneficiary and elects to become the
 successor annuitant and owner, no death benefit is payable until your surviving
 spouse's death.

 Payments to a beneficiary after your death

 IRA death benefits are taxed the same as IRA distributions.


 Required minimum distributions under the Assured Payment Option and APO Plus

 Although the life contingent annuity portion of the Assured Payment Option and
 APO Plus does not have a cash value, it will be assigned a value for tax
 purposes. This value will generally be changed each year. When you determine
 the amount of account-based required minimum distributions from your
 traditional IRA this value must be included. This must be done even though the
 life contingent annuity may not be providing a source of funds to satisfy the
 required minimum distribution.

 You will generally be required to determine your required minimum distribution
 by annually recalculating your life expectancy. The Assured Payment Option and
 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 you surrender your contract, or withdraw any remaining account value before
 your payments under the life contingent annuity begin, it may be necessary for
 you to satisfy your required minimum distribution by moving forward the start
 date of payments under your life contingent annuity. Or to the extent
 available, you have to take distributions from other traditional IRA funds you
 may have. Or, you may convert your traditional IRA life contingent annuity
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 contingent annuity. This would be viewed as a distribution of the value of the
 life contingent annuity from your traditional IRA, and therefore, would be a
 taxable event. However, since the life contingent annuity would no longer be
 part of the traditional IRA, you would not have to include its value when
 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 Assured Payment Option and APO Plus will not
 be available if you have previously made a different election. Once the only
 payments you or your spouse are receiving are under the life contingent annuity
 recalculation is no longer required. In the event of your death or the death of
 your spouse the value of such annuity will change. For this reason, it is
 important that someone tell us 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.

 Allocation of funds to the life contingent annuity may prevent the contract
 from later receiving conduit IRA treatment.

 Borrowing and loans are prohibited transactions

 You cannot get loans from a traditional IRA. You cannot use a traditional IRA
 as collateral for a loan or other obligation. If you borrow against your IRA or
 use it as collateral, its tax-favored status will be lost as of the first day
 of the tax year in which this prohibited event occurs. If this happens, you
 must include the value of the traditional IRA in your federal gross income.
 Also, the early distribution penalty tax of 10% will apply if you have not
 reached age 59 1/2 before the first day of that tax year.

 Early distribution penalty tax

 A penalty tax of 10% of the taxable portion of a distribution applies to
 distributions from a traditional IRA made before you reach age 59 1/2. The
 extra penalty tax does not apply to pre-age 59 1/2 distributions made:

 o  on or after your death; or

 o  because you are disabled (special federal income tax definition); or

 o  used to pay certain extraordinary medical expenses (special federal income
    tax definition); or

 o  used to pay medical insurance premiums for unemployed individuals (special
    federal income tax definition); or

 o  used to pay certain first-time home buyer expenses (special federal income
    tax definition); or

 o  used to pay certain higher education expenses (special federal income tax
    definition); or

 o  in the form of substantially equal periodic payments made at least annually
    over your life (or your life expectancy), or over the joint lives of you and
    your beneficiary (or your joint life expectancy) using an IRS-approved
    distribution method.

 To meet this last exception, you could elect to apply your contract value to an
 Income Manager (Life Annuity with a Period Certain) payout annuity contract
 (level payments version). You could also elect the substantially equal
 withdrawals option. We will calculate the substantially equal annual payments
 under a method we select based on guidelines issued by the IRS (currently
 contained in IRS Notice 89-25, Question and Answer 12). Although substantially
 equal withdrawals and Income Manager payments are not subject to the 10%
 penalty tax, they are taxable as discussed in "Withdrawals, payments and
 transfers of funds out of traditional IRAs" above. Once substantially equal
 withdrawals or Income Manager annuity payments begin, the distributions should
 not be stopped or changed until the later of your reaching 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 to all prior
 distributions under this option. Also, it is possible that the IRS could view
 any additional withdrawal or payment you take from your


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 contract as changing your pattern of substantially equal withdrawals or Income
 Manager payments for purposes of determining whether the penalty applies.


 Roth individual retirement annuities (Roth IRAs)

 This section of the prospectus covers some of the special tax rules that apply
 to Roth IRAs. If the rules are the same as those that apply to the traditional
 IRA, we will refer you to the same topic under "traditional IRAs."

 The Equitable Accumulator Roth IRA contract is designed to qualify as a Roth
 individual retirement annuity under Sections 408A and 408(b) of the Internal
 Revenue Code.


 Contributions to Roth IRAs

 Individuals may make four different types of contributions to a Roth IRA:

 o  regular after-tax contributions out of earnings; or

 o  taxable "rollover" contributions from traditional IRAs ("conversion"
    contributions); or

 o  tax-free rollover contributions from other Roth IRAs; or

 o  tax-free direct custodian-to-custodian transfers from other Roth IRAs
    ("direct transfers").

 Regular after-tax, direct transfer, and rollover contributions may be made to a
 Flexible Premium Roth IRA contract. We only permit direct transfer and rollover
 contributions under the Roth Conversion IRA contract. See "Rollovers and direct
 transfers" below. If you use the forms we require, we will also accept
 traditional IRA funds which are subsequently recharacterized as Roth IRA funds
 following special federal income tax rules.


 Regular contributions to Roth IRAs


 Limits on regular contributions

 Generally, $2,000 is the maximum amount that you may contribute to all IRAs
 (including Roth IRAs) in any taxable year. This $2,000 limit does not apply to
 rollover contributions or direct custodian-to-custodian transfers into a Roth
 IRA. Any contributions to Roth IRAs reduce your ability to contribute to
 traditional IRAs and vice versa. When your earnings are below $2,000, your
 earned income or compensation for the year is the most you can contribute. If
 you are married and file a joint income tax return, you and your spouse may
 combine your compensation to determine the amount of regular contributions you
 are permitted to make to Roth IRAs and traditional IRAs. See the discussion
 above under traditional IRAs.

 With a Roth IRA, you can make regular contributions when you reach 70 1/2, as
 long as you have sufficient earnings. But, you cannot make contributions for
 any year that:

 o  your federal income tax filing status is "married filing jointly" and your
    adjusted gross income is over $160,000; or

 o  your federal income tax filing status is "single" and your adjusted gross
    income is over $110,000.

 However, you can make regular Roth IRA contributions in reduced amounts when:

 o  your federal income tax filing status is "married filing jointly" and your
    adjusted gross income is between $150,000 and $160,000; or

 o  your federal income tax filing status is "single" and your adjusted gross
    income is between $95,000 and $110,000.

 If you are married and filing separately and your adjusted gross income is
 between $0 and $10,000 the amount of regular contribution you are permitted to
 make is phased out. If your adjusted gross income is more than $10,000 you
 cannot make a regular Roth IRA contribution.


 When you can make contributions

 Same as traditional IRAs.


 Deductibility of contributions

 Roth IRA contributions are not tax deductible.

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 Rollovers and direct transfers


 What is the difference between rollover and direct transfer transactions?

 You may make rollover contributions to a Roth IRA from only two sources:

 o  another Roth IRA ("tax-free rollover contribution"); or

 o  another traditional IRA, including a SEP-IRA or SIMPLE-IRA, in a taxable
    "conversion" rollover ("conversion contribution").

 You may not make contributions to a Roth IRA from a qualified plan under
 Section 401(a) of the Internal Revenue Code, or a TSA under Section 403(b) of
 the Internal Revenue Code. You may make direct transfer contributions to a Roth
 IRA only from another Roth IRA.

 The difference between a rollover transaction and a direct transfer transaction
 is the following: in a rollover transaction you actually take possession of the
 funds rolled over, or are considered to have received them under tax law in the
 case of a change from one type of plan to another. In a direct transfer
 transaction, you never take possession of the funds, but direct the first Roth
 IRA custodian, trustee, or issuer to transfer the first Roth IRA funds directly
 to Equitable Life, as the Roth IRA issuer. You can make direct transfer
 transactions only between identical plan types (for example, Roth IRA to Roth
 IRA). You can also make rollover transactions between identical plan types.
 However, you can only use rollover transactions between different plan types
 (for example, traditional IRA to Roth IRA).

 You may make both Roth IRA to Roth IRA rollover transactions and Roth IRA to
 Roth IRA direct transfer transactions. This can be accomplished on a completely
 tax-free basis. However, you may make Roth IRA to Roth IRA rollover
 transactions only once in any 12-month period for the same funds.
 Trustee-to-trustee or custodian-to-custodian direct transfers can be made more
 frequently than once a year. Also, if you send us the rollover contribution to
 apply it to a Roth IRA, you must do so within 60 days after you receive the
 proceeds from the original IRA to get rollover treatment.

 The surviving spouse beneficiary of a deceased individual can roll over or
 directly transfer an inherited Roth IRA to one or more other Roth IRAs. In some
 cases, Roth IRAs can be transferred on a tax-free basis between spouses or
 former spouses as a result of a court ordered divorce or separation decree.



 Conversion contributions to Roth IRAs

 In a conversion rollover transaction, you withdraw (or are considered to have
 withdrawn) all or a portion of funds from a traditional IRA you maintain and
 convert it to a Roth IRA within 60 days after you receive (or are considered to
 have received) the traditional IRA proceeds. Unlike a rollover from a
 traditional IRA to another traditional IRA, the conversion rollover transaction
 is not tax-free. Instead, the distribution from the traditional IRA is
 generally fully taxable. For this reason, we are required to withhold 10%
 federal income tax from the amount converted unless you elect out of such
 withholding. (If you have ever made nondeductible regular contributions to any
 traditional IRA - whether or not it is the traditional IRA you are converting -
 a pro rata portion of the distribution is tax exempt.)

 There is, however, no early distribution penalty tax on the traditional IRA
 withdrawal that you are converting to a Roth IRA, even if you are under age
 59 1/2.

 You cannot make conversion contributions to a Roth IRA for any taxable year in
 which your adjusted gross income exceeds $100,000. (For this purpose, your
 adjusted gross income is computed without the gross income stemming from the
 traditional IRA conversion.) You also cannot make conversion contributions to a
 Roth IRA for any taxable year in which your federal income tax filing status is
 "married filing separately."

 Finally, you cannot make conversion contributions to a Roth IRA to the extent
 that the funds in your traditional IRA are


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 subject to the annual required minimum distribution rule applicable to
 traditional IRAs beginning at age 70 1/2.


 Withdrawals, payments and transfers of funds out of Roth IRAs


 No federal income tax law restrictions on withdrawals

 You can withdraw any or all of your funds from a Roth IRA at any time; you do
 not need to wait for a special event like retirement.


 Distributions from Roth IRAs

 Distributions include withdrawals from your contract, surrender of your
 contract and annuity payments from your contract. Death benefits are also
 distributions.

 The following distributions from Roth IRAs are free of income tax:

 o  Rollovers from a Roth IRA to another Roth IRA;

 o  Direct transfers from a Roth IRA to another Roth IRA;

 o  "Qualified Distributions" from Roth IRAs; and

 o  Return of excess contributions or amounts recharacterized to a traditional
    IRA.


 Qualified distributions from Roth IRAs

 Qualified distributions from Roth IRAs made because of one of the following
 four qualifying events or reasons are not includable in income:

 o  you reach age 59 1/2; or

 o  you die; or

 o  you become disabled (special federal income tax definition); or

 o  your distribution is a "qualified first-time homebuyer distribution"
    (special federal income tax definition; $10,000 lifetime total limit for
    these distributions from all of your traditional and Roth IRAs).

 You also have to meet a five-year aging period. A qualified distribution is any
 distribution made after the five-taxable year period beginning with the first
 taxable year for which you made any contribution to any Roth IRA (whether or
 not the one from which the distribution is being made). It is not possible to
 have a tax-free qualified distribution before the year 2003 because of the
 five-year aging requirement.


 Nonqualified distributions from Roth IRAs

 Nonqualified distributions from Roth IRAs are distributions that do not meet
 the qualifying event and five-year aging period tests described above. Such
 distributions are potentially taxable as ordinary income. Nonqualified
 distributions receive return-of-investment-first treatment. Only the difference
 between the amount of the distribution and the amount of contributions to all
 of your Roth IRAs is taxable. You have to reduce the amount of contributions to
 all of your Roth IRAs to reflect any previous tax-free recoveries.

 You must keep your own records of regular and conversion contributions to all
 Roth IRAs to assure appropriate taxation. You may have to file information on
 your contributions to and distributions from any Roth IRA on your tax return.
 You may have to retain all income tax returns and records pertaining to such
 contributions and distributions until your interests in all Roth IRAs are
 distributed.

 Like traditional IRAs, taxable distributions from a Roth 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 at death

 Same as traditional IRA under "What are the required minimum distribution
 payments after you die?" Lifetime required minimum distributions do not apply.



 Payments to a beneficiary after your death

 Distributions to a beneficiary generally receive the same tax treatment as if
 the distribution had been made to you.


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 Borrowing and loans are prohibited transactions

 Same as traditional IRA.


 Excess contributions

 Same as traditional IRA, except that regular contributions made after age
 70 1/2 are not "excess contributions."

 Excess rollover contributions to Roth IRAs are contributions not eligible to be
 rolled over (for example, conversion contributions from a traditional IRA if
 your adjusted gross income is in excess of $100,000 in the conversion year).

 You can withdraw or recharacterize any contribution to a Roth IRA before the
 due date (including extensions) for filing your federal income tax return for
 the tax year. If you do this, you must also withdraw or recharacterize any
 earnings attributable to the contribution.


 Early distribution penalty tax

 Same as traditional IRA.

 For Roth IRAs, special penalty rules may apply to amounts withdrawn
 attributable to 1998 conversion rollovers.


 SPECIAL RULES FOR NONQUALIFIED CONTRACTS IN QUALIFIED PLANS

 Under QP contracts your plan administrator or trustee notifies you as to tax
 consequences. See Appendix II.


 TAX SHELTERED ANNUITY CONTRACTS (TSAS)


 General

 This section of the prospectus covers some of the special tax rules that apply
 to TSA contracts under Section 403(b) of the Internal Revenue Code (TSAs). If
 the rules are the same as those that apply to another kind of contract, for
 example, traditional IRAs, we will refer you to the same topic under
 "traditional IRAs."


 Contributions to TSAs

 There are two ways you can make contributions to this Equitable Accumulator
 Rollover TSA contract:

 o  a rollover from another TSA contract or arrangement that meets the
    requirements of Section 403(b) of the Internal Revenue Code, or

 o  a full or partial direct transfer of assets ("direct transfer") from another
    contract or arrangement that meets the requirements of Section 403(b) of the
    Internal Revenue Code by means of IRS Revenue Ruling 90-24.

 With appropriate written documentation satisfactory to us, we will accept
 rollover contributions from "conduit IRAs" for TSA funds.

 If you make a direct transfer, you must fill out our transfer form.


 Employer-remitted contributions

 The Equitable Accumulator Rollover TSA contract does not accept
 employer-remitted contributions. However, we provide the following discussion
 as part of our description of restrictions on the distribution of funds
 directly transferred, which include employer-remitted contributions to other
 TSAs.

 Employer-remitted contributions to TSAs made through the employer's payroll are
 subject to annual limits. (Tax-free transfer or tax-deferred rollover
 contributions from another 403(b) arrangement are not subject to these annual
 contribution limits.) Commonly, some or all of the contributions made to a TSA
 are made under a salary reduction agreement between the employee and the
 employer. These contributions are called "salary reduction" or "elective
 deferral" contributions. However, a TSA can also be wholly or partially funded
 through nonelective employer contributions or after-tax employee contributions.
 Amounts attributable to salary reduction contributions to TSAs are generally
 subject to withdrawal restrictions. Also, all amounts attributable to
 investments in a 403(b)(7) custodial account are subject to withdrawal
 restrictions discussed below.


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 Rollover or direct transfer contributions

 You may make rollover contributions to your Equitable Accumulator Rollover TSA
 contract from TSAs under Section 403(b) of the Internal Revenue Code.
 Generally, you may make a rollover contribution to a TSA when you have a
 distributable event from an existing TSA as a result of your:

 o  termination of employment with the employer who provided the TSA funds; or

 o  reaching age 59 1/2 even if you are still employed; or

 o  disability (special federal income tax definition).

 A transfer occurs when changing the funding vehicle, even if there is no
 distributable event. Under a direct transfer, you do not receive a
 distribution. We accept direct transfers of TSA funds under Revenue Ruling
 90-24 only if:

 o  you give us acceptable written documentation as to the source of the funds,
    and

 o  the Equitable Accumulator contract receiving the funds has provisions at
    least as restrictive as the source contract.

 Before you transfer funds to an Equitable Accumulator Rollover TSA contract,
 you may have to obtain your employer's authorization or demonstrate that you do
 not need employer authorization. For example, the transferring TSA may be
 subject to Title I of ERISA, if the employer makes matching contributions to
 salary reduction contributions made by employees. In that case, the employer
 must continue to approve distributions from the plan or contract.

 Your contribution to the Equitable Accumulator Rollover TSA must be net of the
 required minimum distribution for the tax year in which we issue the contract
 if:

 o  you are or will be at least age 70 1/2 in the current calendar year, and

 o  you have separated from service with the employer who provided the funds to
    purchase the TSA you are transferring or rolling over to the Equitable
    Accumulator Rollover TSA.

 This rule applies regardless of whether the source of funds is a:

 o  rollover by check of the proceeds from another TSA; or

 o  direct rollover from another TSA; or

 o  direct transfer under Revenue Ruling 90-24 from another TSA.

 Further, you must use the same elections regarding recalculation of your life
 expectancy (and if applicable, your spouse's life expectancy) if you have
 already begun to receive required minimum distributions from or with respect to
 the TSA from which you are making your contribution to the Equitable
 Accumulator Rollover TSA. You must also elect or have elected a minimum
 distribution calculation method requiring recalculation of your life expectancy
 (and if applicable, your spouse's life expectancy) if you elect an annuity
 payout for the funds in this contract subsequent to this year.


 Distributions from TSAs


 General

 Depending on the terms of the employer plan and your employment status, you may
 have to get your employer's consent to take a loan or withdrawal. Your employer
 will tell us this when you establish the TSA through a direct transfer.


 Withdrawal restrictions

 If this is a Revenue Ruling 90-24 direct transfer, we will treat all amounts
 transferred to this contract and any future earnings on the amount transferred
 as not eligible for withdrawal until one of the following events happens:

 o  you are separated from service with the employer who provided the funds to
    purchase the TSA you are transferring to the Equitable Accumulator Rollover
    TSA;

 o  you reach age 59 1/2; or

 o  you die; or

 o  you become disabled (special federal income tax definition); or


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 o you take a "hardship" withdrawal (special federal income tax definition).

 If any portion of the funds directly transferred to your TSA contract is
 attributable to amounts that you invested in a 403(b)(7) custodial account,
 such amounts, including earnings, are subject to withdrawal restrictions. With
 respect to the portion of the funds that were never invested in a 403(b)(7)
 custodial account, these restrictions apply to the salary reduction (elective
 deferral) contributions to a TSA annuity contract you made and any earnings on
 them. These restrictions do not apply to the amount directly transferred to
 your TSA contract that represents your December 31, 1988 account balance
 attributable to salary reduction contributions to a TSA annuity contract and
 earnings. To take advantage of this grandfathering you must properly notify us
 in writing at our Processing Office of your December 31, 1988 account balance
 if you have qualifying amounts transferred to your TSA contract.

 This paragraph applies only to participants in a Texas Optional Retirement
 Program. Texas Law permits withdrawals only after one of the following
 distributable events occur:

 (1)   the requirements for minimum distribution (discussed under "Required
       minimum distributions" below) are met; or

 (2)   death; or

 (3)   retirement; or

 (4)   termination of employment in all Texas public institutions of higher
       education.

 For you to make a withdrawal, we must receive a properly completed written
 acknowledgement from the employer. If a distributable event occurs before you
 are vested, we will refund to the employer any amounts provided by an
 employer's first-year matching contribution. We reserve the right to change
 these provisions without your consent, but only to the extent necessary to
 maintain compliance with applicable law. Loans are not permitted under Texas
 Optional Retirement Programs.

 Tax treatment of distributions

 Amounts held under TSAs are generally not subject to federal income tax until
 benefits are distributed. Distributions include withdrawals from your TSA
 contract and annuity payments from your TSA contract. Death benefits paid to a
 beneficiary are also taxable distributions. Unless an exception applies,
 amounts distributed from TSAs are includable in gross income as ordinary
 income. Distributions from TSAs may be subject to 20% federal income tax
 withholding. See "Federal and state income tax withholding and information
 reporting" below. In addition, TSA distributions may be subject to additional
 tax penalties.

 If you have made after-tax contributions, you will have a tax basis in your TSA
 contract, which will be recovered tax-free. Since we do not track your
 investment in the contract, if any, it is your responsibility to determine how
 much of the distribution is taxable.

 Distributions before annuity payments begin. On a total surrender, the amount
 received in excess of the investment in the contract is taxable. We will report
 the total amount of the distribution. The amount of any partial distribution
 from a TSA prior to the annuity starting date is generally taxable, except to
 the extent that the distribution is treated as a withdrawal of after-tax
 contributions. Distributions are normally treated as pro rata withdrawals of
 after-tax contributions and earnings on those contributions.

 Annuity payments. If you elect an annuity payout option, you will recover any
 investment in the contract as each payment is received by dividing the
 investment in the contract by an expected return determined under an IRS table
 prescribed for qualified annuities. The amount of each payment not excluded
 from income under this exclusion ratio is fully taxable. The full amount of the
 payments received after your investment in the contract is recovered is fully
 taxable. If you (and your beneficiary under a joint and survivor annuity) die
 before recovering the full investment in the contract, a deduction is allowed
 on your (or your beneficiary's) final tax return.


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 Payments to a beneficiary after your death

 Death benefit distributions from a TSA generally receive the same tax treatment
 as distributions during your lifetime. In some instances, distributions from a
 TSA made to your surviving spouse may be rolled over to a traditional IRA.

 Loans from TSAs

 You may take loans from a TSA unless restricted by the employer (for example,
 under an employer plan subject to ERISA). If you cannot take a loan, or cannot
 take a loan without approval from the employer who provided the funds, we will
 have this information in our records based on what you and the employer who
 provided the TSA funds told us when you purchased your contract.

 Loans are generally not treated as a taxable distribution. If the amount of the
 loan exceeds permissible limits under federal income tax rules when made, the
 amount of the excess is treated (solely for tax purposes) as a taxable
 distribution. Additionally, if the loan is not repaid at least quarterly,
 amortizing (paying down) interest and principal, the amount not repaid when due
 will be treated as a taxable distribution. Under Proposed Treasury Regulations
 the entire unpaid balance of the loan is includable in income in the year of
 the default.

 TSA loans are subject to federal income tax limits and may also be subject to
 the limits of the plan from which the funds came. Federal income tax rule
 requirements apply even if the plan is not subject to ERISA. For example, loans
 offered by TSAs are subject to the following conditions:

 o  The amount of a loan to a participant, when combined with all other loans to
    the participant from all qualified plans of the employer, cannot exceed the
    lesser of (1) the greater of $10,000 or 50% of the participant's
    nonforfeitable accrued benefits and (2) $50,000 reduced by the excess (if
    any) of the highest outstanding loan balance over the previous twelve months
    over the outstanding loan balance of plan loans on the date the loan was
    made.

 o  In general, the term of the loan cannot exceed five years unless the loan is
    used to acquire the participant's primary residence. Equitable Accumulator
    Rollover TSA contracts have a term limit of 10 years for loans used to
    acquire the participant's primary residence.

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

 The amount borrowed and not repaid may be treated as a distribution if:

 o  the loan does not qualify under the conditions above,

 o  the participant fails to repay the interest or principal when due, or

 o  in some instances, the participant separates from service with the employer
    who provided the funds or the plan is terminated.

 In this case, the participant may have to include the unpaid amount due as
 ordinary income. In addition, the 10% early distribution penalty tax may apply.
 The amount of the unpaid loan balance is reported to the IRS on Form 1099-R as
 a distribution.

 Tax-deferred rollovers and direct transfers

 You may roll over any "eligible rollover distribution" from a TSA into another
 eligible retirement plan, either directly or within 60 days of your receiving
 the distribution. To the extent rolled over, a distribution remains
 tax-deferred.

 You may roll over a distribution from a TSA to another TSA or to a traditional
 IRA. A spousal beneficiary may roll over death benefits only to a traditional
 IRA.

 The taxable portion of most distributions will be eligible for rollover, except
 as specifically excluded under federal income tax rules. Distributions that you
 cannot roll over generally include periodic payments for life or for a period
 of 10 years or more, hardship withdrawals, and required minimum distributions
 under federal income tax rules.
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 Direct transfers of TSA funds from one TSA to another under Revenue Ruling
 90-24 are not distributions.


 Required minimum distributions

 Same as traditional IRA with these differences:


 When you have to take the first required minimum distribution

 The minimum distribution rules force TSA participants to start calculating and
 taking annual distributions from their TSAs by a required date. Generally, you
 must take the first required minimum distribution for the calendar year in
 which you turn age 70 1/2. You may be able to delay the start of required
 minimum distributions for all or part of your account balance until after age
 70 1/2, as follows:

 o  For TSA participants who have not retired from service with the employer who
    provided the funds for the TSA by the calendar year the participant turns
    age 70 1/2, the required beginning date for minimum distributions is
    extended to April 1 following the calendar year of retirement.

 o  TSA plan participants may also delay the start of required minimum
    distributions to age 75 of the portion of their account value attributable
    to their December 31, 1986 TSA account balance, even if retired at age
    70 1/2. We will know whether or not you qualify for this exception
    because it will only apply to people who establish their Equitable
    Accumulator Rollover TSA by direct Revenue Ruling 90-24 transfers. If you
    do not give us the amount of your December 31, 1986 account balance that
    is being transferred to the Equitable Accumulator Rollover TSA on the form
    used to establish the TSA, you do not qualify.


 Spousal consent rules

 This will only apply to you if you establish your Equitable Accumulator
 Rollover TSA by direct Revenue Ruling 90-24 transfer. Your employer will tell
 us on the form used to establish the TSA whether or not you need to get spousal
 consent for loans, withdrawals, or other distributions. If you do, you will
 need such consent if you are married when you request a withdrawal under the
 TSA contract. In addition, unless you elect otherwise with the written consent
 of your spouse, the retirement benefits payable under the plan must be paid in
 the form of a qualified joint and survivor annuity. A qualified joint and
 survivor annuity is payable for the life of the annuitant with a survivor
 annuity for the life of the spouse in an amount not less than one-half of the
 amount payable to the annuitant during his or her lifetime. In addition, if you
 are married, the beneficiary must be your spouse, unless your spouse consents
 in writing to the designation of another beneficiary.

 If you are married and you die before annuity payments have begun, payments
 will be made to your surviving spouse in the form of a life annuity unless at
 the time of your death a contrary election was in effect. However, your
 surviving spouse may elect, before payments begin, to receive payments in any
 form permitted under the terms of the TSA contract and the plan of the employer
 who provided the funds for the TSA.


 Early distribution penalty tax

 A penalty tax of 10% of the taxable portion of a distribution applies to
 distributions from a TSA before you reach age 59 1/2. This is in addition to
 any income tax. There are exceptions to the extra penalty tax. No penalty tax
 applies to pre-age 59 1/2 distributions made:

 o  on or after your death; or

 o  because you are disabled (special federal income tax definition); or

 o  to pay for certain extraordinary medical expenses (special federal income
    tax definition); or

 o  if you are separated from service, any form of payout after you are age 55;
    or

 o  only if you are separated from service, a payout in the form of
    substantially equal periodic payments made at least annually over your life
    (or your life expectancy), or over the joint lives of you and your
    beneficiary (or your joint life expectancy) using an IRS-approved
    distribution method.


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 FEDERAL AND STATE INCOME TAX WITHHOLDING
 AND INFORMATION REPORTING

 We must withhold federal income tax from distributions from annuity contracts.
 You may be able to elect out of this income tax withholding in some cases.
 Generally, we do not have to withhold if your distributions are not taxable.
 The rate of withholding will depend on the type of distribution and, in certain
 cases, the amount of your distribution. Any income tax withheld is a credit
 against your income tax liability. If you do not have sufficient income tax
 withheld or do not make sufficient estimated income tax payments, you may incur
 penalties under the estimated income tax rules.

 You must file your request not to withhold in writing before the payment or
 distribution is made. Our Processing Office will provide forms for this
 purpose. You cannot elect out of withholding unless you provide us with your
 correct Taxpayer Identification Number and a United States residence address.
 You cannot elect out of withholding if we are sending the payment out of the
 United States.

 You should note the following special situations:

 o  We might have to withhold on amounts we pay under a free look or
    cancellation.

 o  We are generally required to withhold on conversion rollovers of traditional
    IRAs to Roth IRAs, as it is considered a withdrawal from the traditional IRA
    and is taxable.

 o  We are required to withhold on the gross amount of a distribution from a
    Roth IRA unless you elect out of withholding. This may result in tax being
    withheld even though the Roth IRA distribution is not taxable in whole or in
    part.

 Special withholding rules apply to foreign recipients and United States
 citizens residing outside the United States. We do not discuss these rules
 here. Certain states have indicated that state income tax withholding will also
 apply to payments from the contracts made to residents. In some states, you may
 elect out of state withholding, even if federal withholding applies. 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.


 Federal income tax withholding on periodic annuity payments

 We withhold differently on "periodic" and "non-periodic" payments. For a
 periodic annuity payment, for example, unless you specify a different number of
 withholding exemptions, we withhold assuming that you are married and claiming
 three withholding exemptions. If you do not give us your correct Taxpayer
 Identification Number, we withhold as if you are single with no exemptions.

 Based on the assumption that you are married and claiming three withholding
 exemptions, if you receive less than $14,700 in periodic annuity payments in
 1999, your payments will generally be exempt from federal income tax
 withholding. You could specify a different choice of withholding exemption or
 request that tax be withheld. Your withholding election remains effective
 unless and until you revoke it. You may revoke or change your withholding
 election at any time.


 Federal income tax withholding on non-periodic annuity payments (withdrawals)

 For a non-periodic distribution (total surrender or partial withdrawal), we
 generally withhold at a flat 10% rate. We apply that rate to the taxable amount
 in the case of nonqualified contracts, and to the payment amount in the case of
 IRAs and Roth IRAs.

 You cannot elect out of withholding if the payment is an "eligible rollover
 distribution" from a qualified plan or TSA. If a non-periodic distribution from
 a qualified plan or TSA is not an "eligible rollover distribution" then the 10%
 withholding rate applies.


 Mandatory withholding from TSA and qualified plan distributions

 Unless you have the distribution go directly to the new plan, eligible rollover
 distributions from qualified plans and TSAs are subject to mandatory 20%
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 rollover distribution from a TSA can be rolled over to another TSA or a
 traditional IRA. An eligible rollover distribution from a qualified plan can be
 rolled over to another qualified plan or traditional IRA. All distributions
 from a TSA or qualified plan are eligible rollover distributions unless they
 are on the following list of exceptions:

 o  any after-tax contributions you made to the plan; or

 o  any distributions which are "required minimum distributions" after age
    70 1/2 or separation from service; or

 o  hardship withdrawals; or

 o  substantially equal periodic payments made at least annually for your life
    (or life expectancy) or the joint lives (or joint life expectancy) of you
    and your designated beneficiary; or

 o  substantially equal periodic payments made for a specified period of 10
    years or more; or

 o  corrective distributions which fit specified technical tax rules; or

 o  loans that are treated as distributions; or

 o  a death benefit payment to a beneficiary who is not your surviving spouse;
    or

 o  a qualified domestic relations order distribution to a beneficiary who is
    not your current spouse or former spouse.

 A death benefit payment to your surviving spouse, or a qualified domestic
 relations order distribution to your current or former spouse, may be a
 distribution subject to mandatory 20% withholding.


 IMPACT OF TAXES TO EQUITABLE LIFE

 The contracts provide that we may charge Separate Account No. 45 for taxes. We
 do not now, but may in the future set up reserves for such taxes.


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 ABOUT OUR SEPARATE ACCOUNT NO. 45

 Each variable investment option is a subaccount of our Separate Account No. 45.
 We established Separate Account No. 45 in 1994 under special provisions of the
 New York Insurance Law. These provisions prevent creditors from any other
 business we conduct from reaching the assets we hold in our variable investment
 options for owners of our variable annuity contracts, including these
 contracts. We are the legal owner of all of the assets in Separate Account No.
 45 and may withdraw any amounts that exceed our reserves and other liabilities
 with respect to variable investment options under our contracts. The results of
 Separate Account No. 45's operations are accounted for without regard to
 Equitable Life's other operations.

 Separate Account No. 45 is registered under the Investment Company Act of 1940
 and is classified by that act as a "unit investment trust." The SEC, however,
 does not manage or supervise Equitable Life or Separate Account No. 45.

 Each subaccount (variable investment option) within Separate Account No. 45
 invests solely in class IB shares issued by the corresponding Portfolio of The
 Hudson River Trust and EQ Advisors Trust.

 We reserve the right subject to compliance with laws that apply:

 (1)   to add variable investment options to, or to remove variable investment
       options from, Separate Account No. 45, or to add other separate accounts;

 (2) to combine any two or more variable investment options;

 (3)   to transfer the assets we determine to be the shares of the class of
       contracts to which the contracts belong from any variable investment
       option to another variable investment option;

 (4)   to operate Separate Account No. 45 or any variable investment option as a
       management investment company under the Investment Company Act of 1940
       (in which case, charges and expenses that otherwise would be assessed
       against an underlying mutual fund would be assessed against Separate
       Account No. 45 or a variable investment option directly);

 (5)   to deregister Separate Account No. 45 under the Investment Company Act of
       1940;

 (6)   to restrict or eliminate any voting rights as to Separate Account No. 45;
       and

 (7)   to cause one or more variable investment options to invest some or all of
       their assets in one or more other trusts or investment companies.


 ABOUT THE HUDSON RIVER TRUST AND EQ ADVISORS TRUST

 The Hudson River Trust and EQ Advisors Trust are registered under the
 Investment Company Act of 1940. They are classified as "open-end management
 investment companies," more commonly called mutual funds. Each trust issues
 different shares relating to each Portfolio.

 The Hudson River Trust and EQ Advisors Trust do not impose sales charges or
 "loads" for buying and selling their shares. All dividends and other
 distributions on a trust's shares are reinvested in full. The Board of Trustees
 of The Hudson River Trust and EQ Advisors Trust may establish additional
 Portfolios or eliminate existing Portfolios at any time. More detailed
 information about The Hudson River Trust and EQ Advisors Trust, their
 investment objectives, policies, restrictions, risks, expenses, their Rule
 12b-1 Plans relating to their Class IB shares, and other aspects of their
 operations, appears in their prospectuses, or in their SAIs which are available
 upon request.

 Proposed substitution of Portfolios. We are asking the SEC to approve the
 substitution of 14 newly created Portfolios of the EQ Advisors Trust for The
 Hudson River Trust Portfolios currently available under the variable investment
 options (the "Substitution"). The EQ Advisors Trust Portfolios will have
 substantially identical investment objectives, strategies, and policies as
 those of The Hudson River Trust Portfolios they would replace. The assets of
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 Portfolio of The Hudson River Trust underlying your contract would be
 transferred to the substituted EQ Advisors Trust Portfolio.

 We believe that this Substitution will be in your best interest because you
 would have a single set of variable investment options with similar advisory
 structures. You also will have a single EQ Advisors Trust prospectus for all
 the Portfolios, rather than the two separate prospectuses you now receive. EQ
 Financial Consultants Inc. will be the manager of the new EQ Advisors Trust
 Portfolios, and Alliance Capital Management L.P. will continue to provide the
 day-to-day advisory services to each of the new Portfolios.

 You should note that:

 o  No action is required on your part. You will not need to vote a proxy, file
    a new election, or take any other action if the SEC approves the
    Substitution.

 o  The elections you have on file for allocating your account value and
    contributions will remain unchanged until you direct us otherwise.

 o  We will bear all expenses directly relating to the Substitution transaction.

 o  The management fees for the new Portfolios will be the same as those for the
    corresponding Portfolios of The Hudson River Trust. Certain of the new EQ
    Advisors Trust Portfolios may have slightly higher expense ratios.

 o  On the effective date of the Substitution transaction, your account value
    (i.e., the units you own) in the variable investment options will be the
    same as before the transaction.

 o  The Substitution will have no tax consequences for you.

 Please review the EQ Advisors Trust prospectus that accompanies this
 prospectus. It contains more information about the EQ Advisors Trust, including
 its management structure, advisory arrangements, and general fees and expenses
 that will be of interest to you.

 Subject to SEC approval, we expect the Substitution to be completed in the fall
 of 1999. It will affect everyone who has a balance in The Hudson River Trust
 Portfolios at that time. Of course, you may transfer your account value among
 the investment options, as usual.

 We will notify you when we receive SEC approval, and again when the
 Substitution is complete.


 ABOUT OUR FIXED MATURITY OPTIONS


 How we determine the market value adjustment

 We use the following procedure to calculate the market value adjustment (up or
 down) we make if you withdraw all of your value from a fixed maturity option
 before its maturity date.

 (1)   We determine the market adjusted amount on the date of the withdrawal as
       follows:

       (a)     We determine the fixed maturity amount that would be payable on
               the maturity date, using the rate to maturity for the fixed
               maturity option.

       (b)     We determine the period remaining in your fixed maturity option
               (based on the withdrawal 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 rate to maturity that applies on the
               withdrawal date to new allocations to the same fixed maturity
               option.

       (d)     We determine the present value of the fixed maturity amount
               payable at the maturity date, using the period determined in (b)
               and the rate determined in (c).

 (2)   We determine the fixed maturity 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 fixed maturity option, which may be
       positive or negative.


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 Your market adjusted amount is the present value of the maturity value
 discounted at the rate to maturity in effect for new contributions to that same
 fixed maturity option on the date of the calculation.

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 If you withdraw only a portion of the amount in a fixed maturity option, the
 market value adjustment will be a percentage of the market value adjustment
 that would have applied if you had withdrawn the entire value in that fixed
 maturity option. This percentage is equal to the percentage of the value in the
 fixed maturity option that you are withdrawing. Any withdrawal charges that are
 deducted from a fixed maturity option will result in a market value adjustment
 calculated in the same way. See Appendix III for an example.

 For purposes of calculating the rate to maturity for new allocations to a fixed
 maturity option (see (1)(c) above), we use the rate we have in effect for new
 allocations to that fixed maturity option. We use this rate even if new
 allocations to that option would not be accepted at that time. This rate will
 not be less than 3%. If we do not have a rate to maturity in effect for a fixed
 maturity option to which the "current rate to maturity" in (1)(c) would apply,
 we will use the rate at the next closest maturity date. If we are no longer
 offering new fixed maturity options, the "current rate to maturity" will be
 determined in accordance with our procedures then in effect. We reserve the
 right to add up to 0.25% to the current rate in (1)(c) above for purposes of
 calculating the market value adjustment only.

 Investments under the fixed maturity options

 Under New York Insurance Law, the portion of the separate account's assets
 equal to the reserves and other contract liabilities relating to the contracts
 are not chargeable with liabilities from any other business we may conduct. We
 own the assets of the separate account, as well as any favorable investment
 performance on those assets. You do not participate in the performance of the
 assets held in this separate account. We may, subject to state law that
 applies, transfer all assets allocated to the separate account to our general
 account. We guarantee all benefits relating to your value in the fixed maturity
 options, regardless of whether assets supporting fixed maturity options are
 held in a separate account or our general account.

 We have no specific formula for establishing the rates to maturity for the
 fixed maturity options. We expect the rates to be influenced by, but not
 necessarily correspond to, among other things, the yields that we can expect to
 realize on the separate account's investments from time to time. Our current
 plans are to invest 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 fixed maturity
 options.

 Although the above generally describes our plans for investing the assets
 supporting our obligations under the fixed maturity options under the
 contracts, we are not obligated to invest those assets according to any
 particular plan except as we may be required to by state insurance laws. We
 will not determine the rates to maturity we establish by the performance of the
 nonunitized separate account.

 ABOUT THE GENERAL ACCOUNT

 Our general account supports all of our policy and contract guarantees,
 including those that apply to the fixed maturity options and the account for
 special dollar cost averaging, as well as our general obligations. Amounts
 applied to the life contingent annuity become part of our general account.

 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
 exemptions and exclusionary provisions that apply, interests in the general
 account have not been registered under the Securities Act of 1933, nor is the
 general account an investment company under the Investment Company Act of 1940.
 However, the market value adjustment interests under the contracts are
 registered under the Securities Act of 1933.
<PAGE>

- --------------------------------------------------------------------------------
76    More information
- --------------------------------------------------------------------------------


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

 We have been advised that the staff of the SEC has not reviewed the portions of
 this prospectus that relate to the general account (other than market value
 adjustment interests) and the life contingent annuity. The disclosure with
 regard to the general account, however, may be subject to certain provisions of
 the federal securities laws relating to the accuracy and completeness of
 statements made in prospectuses.


 ABOUT OTHER METHODS OF PAYMENT


 Automatic investment program -- for NQ, Flexible Premium IRA, and Flexible
 Premium Roth IRA contracts only

 You may use our automatic investment program, or "AIP," to have a specified
 amount automatically deducted from a checking account, money market account, or
 credit union checking account and contributed as an additional contribution
 into an NQ, Flexible Premium IRA or Flexible Premium Roth IRA contract on a
 monthly or quarterly basis. AIP is not available for Rollover IRA, Roth
 Conversion IRA, QP or Rollover TSA contracts. It is also not available under
 the Assured Payment Option or APO Plus.

 For NQ contracts, the minimum amounts we will deduct are $100 monthly and $300
 quarterly. Under Flexible Premium IRA and Flexible Premium Roth IRA contracts,
 the minimum amount is $50. AIP additional contributions may be allocated to any
 of the variable investment options and available fixed maturity options, but
 not the account for special dollar cost averaging. You choose the day of the
 month you wish to have your account debited as long as it is not later than the
 28th day of the month.

 You may cancel AIP at any time by notifying our Processing Office. We are not
 responsible for any debits made to your account before the time written notice
 of cancellation is received at our Processing Office.

 DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR

 We describe below the general rules for when, and at what prices, events under
 your contract will occur. Other portions of this prospectus describe
 circumstances that may cause exceptions. We generally do not repeat those
 exceptions below.

 Business day

 Our business day is any day the New York Stock Exchange is open for trading.
 Each business day ends at the time trading on the exchange closes (or is
 suspended) for the day. We calculate unit values for our variable investment
 options as of the end of each business day. This usually is 4:00 p.m., Eastern
 Time. Contributions will be applied and any other transaction requests will be
 processed when they are received along with all the required information.

 o  If your contribution, transfer or any other transaction request, containing
    all the required information, reaches us on a non-business day or after 4:00
    p.m. on a business day, we will use the next business day.

 o  A loan request under your Rollover TSA contract will be processed on the
    first business day of the month following the date on which the properly
    completed loan request form is received.

 o  If your transaction is set to occur on the same day of the month as the
    contract date and that date is the 29th, 30th or 31st of the month, then the
    transaction will occur on either the 28th day of the month or the 1st day of
    the next month, whichever is the closest business day.

 o  When a charge is to be deducted on a contract date anniversary that is a
    non-business day, we will deduct the charge on the next business day.


 Contributions and transfers

 o  Contributions allocated to the variable investment options are invested at
    the value next determined after the close of the business day.


<PAGE>

- --------------------------------------------------------------------------------
                                             More information                 77
- --------------------------------------------------------------------------------


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

 o  Contributions allocated to a fixed maturity option will receive the rate to
    maturity in effect for that fixed maturity option on that business day.

 o  Initial contributions allocated to the account for special dollar cost
    averaging receive the interest rate in effect on that business day. At
    certain times, we may offer the opportunity to lock in the interest rate for
    an initial contribution to be received under Section 1035 exchanges and
    trustee to trustee transfers. Your registered representative can provide
    information or you can call our Processing Office.

 o  Transfers to or from variable investment options will be made at the value
    next determined after the close of the business day.

 o  Transfers to a fixed maturity option will be based on the rate to maturity
    in effect for that fixed maturity option on the business day of the
    transfer.

 ABOUT YOUR VOTING RIGHTS

 As the owner of the shares of The Hudson River Trust and EQ Advisors Trust we
 have the right to vote on certain matters involving the Portfolios, such as:

 o  The election of trustees.

 o  The formal approval of independent auditors selected for each trust.

 o  Any other matters described in the prospectuses for the trusts or requiring
    a shareholders' vote under the Investment Company Act of 1940.

 We will give contract owners the opportunity to instruct us how to vote the
 number of shares attributable to their contracts if a shareholder vote is
 taken. If we do not receive instructions in time from all contract 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 a Portfolio in the same
 proportions that contract owners vote.

 Voting rights of others

 Currently, we control each trust. EQ Advisors Trust shares are sold only to our
 separate accounts and an affiliated qualified plan trust. The Hudson River
 Trust shares are held by other separate accounts of ours and by separate
 accounts of insurance companies unaffiliated with us. Shares held by these
 separate accounts will probably be voted according to the instructions of the
 owners of insurance policies and contracts issued by those insurance companies.
 While this will dilute the effect of the voting instructions of the contract
 owners, we currently do not foresee any disadvantages because of this. The
 Hudson River Trust Board of Trustees intends to monitor events in order to
 identify any material irreconcilable conflicts that may arise and to determine
 what action, if any, should be taken in response. If we believe that a response
 to any of those events insufficiently protects our contract owners, we will see
 to it that appropriate action is taken.

 Separate Account No. 45 voting rights

 If actions relating to Separate Account No. 45 require contract owner approval,
 contract owners will be entitled to one vote for each unit they have in the
 variable investment options. Each contract owner who has elected a variable
 annuity payout option may cast the number of votes equal to the dollar amount
 of reserves we are holding for that annuity in a variable investment option
 divided by the annuity unit value for that option. We will cast votes
 attributable to any amounts we have in the variable investment options in the
 same proportion as votes cast by contract 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
 published 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>

- --------------------------------------------------------------------------------
78 More information
- --------------------------------------------------------------------------------


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

 ABOUT OUR YEAR 2000 PROGRESS

 Equitable Life relies upon various computer systems in order to administer your
 contract and operate the investment options. Some of these systems belong to
 service providers who are not affiliated with Equitable Life.

 In 1995, Equitable Life began addressing the question of whether its computer
 systems would recognize the year 2000 before, on or after January 1, 2000, and
 Equitable Life has identified those of its systems critical to business
 operations that were not year 2000 compliant. By year end 1998, the work of
 modifying or replacing non-compliant systems was substantially completed.
 Equitable Life has begun comprehensive testing of its year 2000 compliance and
 expects that the testing will be substantially completed by June 30, 1999.
 Equitable Life has contacted third-party service providers to seek confirmation
 that they are acting to address the year 2000 issue with the goal of avoiding
 any material adverse effect on services provided to contract owners and on
 operations of the investment options. Most third-party service providers have
 provided Equitable Life confirmation of their year 2000 compliance. Equitable
 Life believes it is on schedule for substantially all such systems and
 services, including those considered to be mission- critical, to be confirmed
 as year 2000 compliant, renovated, replaced or the subject of contingency
 plans, by June 30, 1999, except for one investment accounting system that is
 scheduled to be replaced by August 31, 1999 and confirmed as year 2000
 compliant by September 30, 1999. Additionally, Equitable Life will be
 supplementing its existing business continuity and disaster recovery plans to
 cover certain categories of contingencies that could arise as a result of year
 2000 related failures. Year 2000 specific contingency plans are anticipated to
 be in place by June 30, 1999.

 There are many risks associated with year 2000 issues, including the risk that
 Equitable Life's computer systems will not operate as intended. Additionally,
 there can be no assurance that the systems of third parties will be year 2000
 compliant. Any significant unresolved difficulty related to the year 2000
 compliance initiatives could result in an interruption in, or a failure of,
 normal business operations and, accordingly, could have a material adverse
 effect on our ability to administer your contract and operate the investment
 options.

 To the fullest extent permitted by law, the foregoing year 2000 discussion is
 a "Year 2000 Readiness Disclosure" within the meaning of The Year 2000
 Information and Readiness Disclosure Act, 15 U.S.C. Sec. 1 (1998).


 ABOUT LEGAL PROCEEDINGS

 Equitable Life and its affiliates are parties to various legal proceedings. In
 our view, none of these proceedings is likely to have a material adverse effect
 upon Separate Account No. 45, our ability to meet our obligations under the
 contracts, or the distribution of the contracts.


 ABOUT OUR INDEPENDENT ACCOUNTANTS

 The financial statements of Equitable Life incorporated in this prospectus by
 reference to the Annual Report on Form 10-K at December 31, 1998 and 1997, and
 for the three years ended December 31, 1998, have been so incorporated in
 reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
 given on the authority of said firm as experts in auditing and accounting.


 TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS, AND BORROWING

 You can transfer ownership of an NQ contract at any time before annuity
 payments begin. We will continue to treat you as the owner until we receive
 notification of any change at our Processing Office. You cannot assign your NQ
 contract as collateral or security for a loan. Loans are also not available
 under your NQ contract. In some cases, an assignment or change of ownership may
 have adverse tax consequences. See "Tax information."

 You cannot assign or transfer ownership of an IRA, QP or Rollover TSA contract
 except by surrender to us. Loans are not available and you cannot assign IRA
 and QP contracts as security for a loan or other obligation. If the employer
 that


<PAGE>

- --------------------------------------------------------------------------------
                                                  More information            79
- --------------------------------------------------------------------------------

 provided the funds does not restrict them, loans are available under a Rollover
 TSA contract.

 For limited transfers of ownership after the owner's death see "Payment of
 death benefit" and "Beneficiary continuation option for Rollover IRA and
 Flexible Premium IRA contracts." You may direct the transfer of the values
 under your IRA, QP or Rollover TSA contract to another similar arrangement.
 Under federal income tax rules, in the case of such a transfer, we will impose
 a withdrawal charge, if one applies.


 DISTRIBUTION OF THE CONTRACTS

 EQ Financial Consultants, Inc. ("EQF"), an indirect, wholly owned subsidiary of
 Equitable Life, is the distributor of the contracts and has responsibility for
 sales and marketing functions for Separate Account No. 45. During 1999, EQF
 plans to change its name to AXA Advisors, Inc. EQF serves as the principal
 underwriter of Separate Account No. 45. EQF is registered with the SEC as a
 broker-dealer and is a member of the National Association of Securities
 Dealers, Inc. EQF's principal business address is 1290 Avenue of the Americas,
 New York, New York 10104. Pursuant to a Distribution and Servicing Agreement
 between EQF, Equitable Life, and certain of Equitable Life's separate accounts,
 including Separate Account No. 45, Equitable Life paid EQF distribution fees of
 $325,380 for 1998, as the distributor of certain contracts and as the principal
 underwriter of certain separate accounts including Separate Account No. 45.
 Before May 1, 1998, Equitable Distributors, Inc. ("EDI"), also an indirect,
 wholly owned subsidiary of Equitable Life, served as the distributor of the
 contracts and the principal underwriter of Separate Account No. 45. Pursuant to
 a Distribution Agreement between Equitable Life, certain of Equitable Life's
 separate accounts, including Separate Account No. 45, and EDI, Equitable Life
 paid EDI distribution fees of $9,444,621 for 1997 and $888,486 for 1996 as the
 distributor of certain contracts and as the principal underwriter of certain
 separate accounts including Separate Account No. 45.

 The contracts will be sold by registered representatives of EQF and its
 affiliates, who are also our licensed insurance agents. EQF may also receive
 compensation and reimbursement for its marketing services under the terms of
 its distribution agreement with Equitable Life. The offering of the contracts
 is intended to be continuous.


<PAGE>


- --------------------------------------------------------------------------------
80    Investment performance
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
9
Investment performance
- --------------------------------------------------------------------------------


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

 We provide the following tables to show five different measurements of the
 investment performance of the variable investment options and/or the Portfolios
 in which they invest. We include these tables because they may be of general
 interest to you. The results shown reflect past performance. They do not
 indicate how the variable investment options may perform in the future. They
 also do not represent the results earned by any particular investor. Your
 results will differ.

 Table 1 shows the average annual total return of the variable investment
 options. Average annual total return is the annual rate of growth that would be
 necessary to achieve the ending value of a contribution invested in the
 variable investment options for the periods shown.

 Table 2 shows the growth of a hypothetical $1,000 investment in the variable
 investment options over the periods shown. Both Tables 1 and 2 take into
 account all fees and charges under the contract, including the withdrawal
 charge, the optional baseBUILDER benefits charge, the annual administrative
 charge under Flexible Premium IRA and Flexible Premium Roth IRA contracts, but
 do not take the charges for any applicable taxes such as premium taxes or any
 applicable annuity administrative fee into account.

 Tables 3, 4, and 5 show the rates of return of the variable investment options
 on an annualized, cumulative, and year-by-year basis. These tables take into
 account all fees and charges under the contract, but do not reflect the
 withdrawal charge, the optional baseBUILDER benefits charge, the annual
 administrative charge or the charges for any applicable taxes such as premium
 taxes or any applicable annuity administrative fee. If the charges were
 reflected they would effectively reduce the rates of return shown.

 In all cases the results shown are based on the actual historical investment
 experience of the Portfolios in which the variable investment options invest.
 In some cases, the results shown relate to periods when the variable investment
 options and/or the contracts were not available. In those cases, we adjusted
 the results of the Portfolios to reflect the charges under the contracts that
 would have applied had the investment options and/or contracts been available.
 The contracts were first offered on May 1, 1998.

 In addition, we have adjusted the results prior to October 1996, when The
 Hudson River Trust Class IB shares were not available, to reflect the 12b-1
 fees currently imposed. Finally, the results shown for the Alliance Money
 Market and Alliance Common Stock options for periods before March 22, 1985
 reflect the results of the variable investment options that preceded them. The
 "Since inception" figures for these options are based on the date of inception
 of the preceding variable investment options. We have adjusted these results to
 reflect the maximum investment advisory fee payable for the Portfolios, as well
 as an assumed charge of 0.06% for direct operating expenses.

 EQ Advisors Trust commenced operations on May 1, 1997.

 All rates of return presented are time-weighted and include reinvestment of
 investment income, including interest and dividends.


 BENCHMARKS

 Tables 3 and 4 compare the performance of variable investment options to market
 indices that serve as 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. Also, they do not reflect other
 contract charges such as the mortality and expense risks charge, administrative
 charges, or any withdrawal or optional benefit charge. Comparisons with these
 benchmarks, therefore, may be 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. The benchmarks include:


<PAGE>

- --------------------------------------------------------------------------------
                                                 Investment performance       81
- --------------------------------------------------------------------------------


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


 ALLIANCE AGGRESSIVE STOCK: 50% Russell 2000 Small Stock Index and 50% Standard
   & Poor's Mid-Cap Total Return Index.

 ALLIANCE COMMON STOCK: Standard & Poor's 500 Index.

 ALLIANCE CONSERVATIVE INVESTORS: 70% Lehman Treasury Bond Composite Index and
   30% Standard & Poor's 500 Index.

 ALLIANCE EQUITY INDEX: Standard & Poor's 500 Index.

 ALLIANCE GLOBAL: Morgan Stanley Capital International World Index.

 ALLIANCE GROWTH & INCOME: 75% Standard & Poor's 500 Index and 25% Value Line
   Convertibles Index.

 ALLIANCE GROWTH INVESTORS: 70% Standard & Poor's 500 Index and 30% Lehman
   Government/Corporate Bond Index.

 ALLIANCE HIGH YIELD: Merrill Lynch High Yield Master Index.

 ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES: Lehman Intermediate Government
   Bond Index.

 ALLIANCE INTERNATIONAL: Morgan Stanley Capital International Europe, Australia,
   Far East Index.

 ALLIANCE MONEY MARKET: Salomon Brothers Three-Month T-Bill Index.

 ALLIANCE SMALL CAP GROWTH: Russell 2000 Growth Index.

 EQ/ALLIANCE PREMIER GROWTH: Standard & Poor's 500 Index.

 BT EQUITY 500 INDEX: Standard & Poor's 500 Index.

 BT INTERNATIONAL EQUITY INDEX: Morgan Stanley Capital International Europe,
   Australia, Far East Index.

 BT SMALL COMPANY INDEX: Russell 2000 Index.

 CAPITAL GUARDIAN RESEARCH: Standard & Poor's 500 Index.

 CAPITAL GUARDIAN U.S. EQUITY: Standard & Poor's 500 Index.

 EQ/EVERGREEN: Russell 2000 Index.

 EQ/EVERGREEN FOUNDATION: 60% Standard & Poor's 500 Index/40% Lehman Brothers
   Aggregate Bond Index.

 MFS EMERGING GROWTH COMPANIES: Russell 2000 Index.

 MFS GROWTH WITH INCOME: Standard & Poor's 500 Index.

 MFS RESEARCH: Standard & Poor's 500 Index.

 MERRILL LYNCH BASIC VALUE EQUITY: Standard & Poor's 500 Index.

 MERRILL LYNCH WORLD STRATEGY: 36% Standard & Poor's 500 Index/24% Morgan
   Stanley Capital International Europe, Australia, Far East Index/21% Salomon
   Brothers U.S. Treasury Bond 1 Year+ 14% Salomon Brothers World Government
   Bond (excluding U.S.)/and 5% Three-Month U.S. Treasury Bill.

 MORGAN STANLEY EMERGING MARKETS EQUITY: Morgan Stanley Capital International
   Emerging Markets Free Price Return Index.

 EQ/PUTNAM BALANCED: 60% Standard & Poor's 500 Index and 40% Lehman Government/
   Corporate Bond Index.

 EQ/PUTNAM GROWTH & INCOME VALUE: Standard & Poor's 500 Index.


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

 T. ROWE PRICE EQUITY INCOME: Standard & Poor's 500 Index.

 T. ROWE PRICE INTERNATIONAL STOCK: Morgan Stanley Capital International Europe,
    Australia, Far East Index.

 WARBURG PINCUS SMALL COMPANY VALUE: Russell 2000 Index.

 LIPPER SURVEY. The Lipper Variable Insurance Products Performance Analysis
 Survey (Lipper Survey) 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 annuity contracts. Lipper data provide a more accurate picture
 than market benchmarks of the Equitable Accumulator performance relative to
 other variable annuity products.


<PAGE>



- --------------------------------------------------------------------------------
82 Investment performance
- --------------------------------------------------------------------------------


                                    TABLE 1
 AVERAGE ANNUAL TOTAL RETURN UNDER A CONTRACT SURRENDERED ON DECEMBER 31, 1998



<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                                    LENGTH OF INVESTMENT PERIOD
                                              ----------------------------------
                                                     1           3          5
 VARIABLE INVESTMENT OPTIONS                       YEAR        YEARS      YEARS
- --------------------------------------------------------------------------------
<S>                                               <C>          <C>        <C>
Alliance Aggressive Stock                          (8.60)%      7.09%      8.76%
- --------------------------------------------------------------------------------
Alliance Common Stock                              20.02%      24.05%     19.18%
- --------------------------------------------------------------------------------
Alliance Conservative Investors                     4.77%       7.00%      6.64%
- --------------------------------------------------------------------------------
Alliance Equity Index                              18.73%      24.05%         -
- --------------------------------------------------------------------------------
Alliance Global                                    12.56%      12.27%     11.55%
- --------------------------------------------------------------------------------
Alliance Growth & Income                           11.64%      18.96%     15.09%
- --------------------------------------------------------------------------------
Alliance Growth Investors                           9.93%      12.51%     11.18%
- --------------------------------------------------------------------------------
Alliance High Yield                               (13.96)%      7.72%      7.28%
- --------------------------------------------------------------------------------
Alliance Intermediate Government Securities        (1.27)%      2.49%      2.60%
- --------------------------------------------------------------------------------
Alliance International                              1.51%       1.81%         -
- --------------------------------------------------------------------------------
Alliance Money Market                              (3.64)%      1.59%      2.40%
- --------------------------------------------------------------------------------
Alliance Small Cap Growth                         (13.03)%         -          -
- --------------------------------------------------------------------------------
BT Equity 500 Index                                16.14%          -          -
- --------------------------------------------------------------------------------
BT International Equity Index                      11.17%          -          -
- --------------------------------------------------------------------------------
BT Small Company Index                            (10.93)%         -          -
- --------------------------------------------------------------------------------
MFS Emerging Growth Companies                      25.40%          -          -
- --------------------------------------------------------------------------------
MFS Research                                       15.13%          -          -
- --------------------------------------------------------------------------------
Merrill Lynch Basic Value Equity                    2.78%          -          -
- --------------------------------------------------------------------------------
Merrill Lynch World Strategy                       (1.92)%         -          -
- --------------------------------------------------------------------------------
Morgan Stanley Emerging Markets Equity            (35.31)%         -          -
- --------------------------------------------------------------------------------
EQ/Putnam Balanced                                  3.00%          -          -
- --------------------------------------------------------------------------------
EQ/Putnam Growth & Income Value                     4.00%          -          -
- --------------------------------------------------------------------------------
T. Rowe Price Equity Income                         0.30%          -          -
- --------------------------------------------------------------------------------
T. Rowe Price International Stock                   4.86%          -          -
- --------------------------------------------------------------------------------
Warburg Pincus Small Company Value                (18.52)%         -          -
- --------------------------------------------------------------------------------



<CAPTION>
- ---------------------------------------------------------------------------------------------------
                                                         LENGTH OF INVESTMENT PERIOD
                                                 --------------------------------------------------
                                                              SINCE        SINCE      PORTFOLIO
                                                  10         OPTION      PORTFOLIO    INCEPTION
 VARIABLE INVESTMENT OPTIONS                     YEARS     INCEPTION*    INCEPTION       DATE
- ---------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>           <C>       <C>
- ---------------------------------------------------------------------------------------------------
Alliance Aggressive Stock                         16.79%          -             -      1/27/86
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
Alliance Common Stock                             16.35%          -             -      1/13/76
- ---------------------------------------------------------------------------------------------------
Alliance Conservative Investors                       -        8.58%         7.08%     10/2/89
- ---------------------------------------------------------------------------------------------------
Alliance Equity Index                                 -       23.15%        20.82%      3/1/94
- ---------------------------------------------------------------------------------------------------
Alliance Global                                   12.58%      12.90%         9.65%     8/27/97
- ---------------------------------------------------------------------------------------------------
Alliance Growth & Income                              -       18.15%        12.26%     10/1/93
- ---------------------------------------------------------------------------------------------------
Alliance Growth Investors                             -       13.87%        12.68%     10/2/89
- ---------------------------------------------------------------------------------------------------
Alliance High Yield                                8.93%          -             -       1/2/87
- ---------------------------------------------------------------------------------------------------
Alliance Intermediate Government Securities           -        3.78%         4.71%      4/1/91
- ---------------------------------------------------------------------------------------------------
Alliance International                                -        3.67%         4.00%      4/3/95
- ---------------------------------------------------------------------------------------------------
Alliance Money Market                              3.35%          -             -      7/13/81
- ---------------------------------------------------------------------------------------------------
Alliance Small Cap Growth                             -        5.51%         5.51%      5/1/97
- ---------------------------------------------------------------------------------------------------
BT Equity 500 Index                                   -       16.14%        16.14%    12/31/97
- ---------------------------------------------------------------------------------------------------
BT International Equity Index                         -       11.17%        11.17%    12/31/97
- ---------------------------------------------------------------------------------------------------
BT Small Company Index                                -      (10.93)%      (10.93)%   12/31/97
- ---------------------------------------------------------------------------------------------------
MFS Emerging Growth Companies                         -       24.05%        24.05%      5/1/97
- ---------------------------------------------------------------------------------------------------
MFS Research                                          -       15.64%        15.64%      5/1/97
- ---------------------------------------------------------------------------------------------------
Merrill Lynch Basic Value Equity                      -        9.86%         9.86%      5/1/97
- ---------------------------------------------------------------------------------------------------
Merrill Lynch World Strategy                          -        1.19%         1.19%      5/1/97
- ---------------------------------------------------------------------------------------------------
Morgan Stanley Emerging Markets Equity                -      (35.31)%      (28.99)%    8/20/97
- ---------------------------------------------------------------------------------------------------
EQ/Putnam Balanced                                    -        8.69%         8.69%      5/1/97
- ---------------------------------------------------------------------------------------------------
EQ/Putnam Growth & Income Value                       -       10.08%        10.08%      5/1/97
- ---------------------------------------------------------------------------------------------------
T. Rowe Price Equity Income                           -       11.02%        11.02%      5/1/97
- ---------------------------------------------------------------------------------------------------
T. Rowe Price International Stock                     -        1.23%         1.23%      5/1/97
- ---------------------------------------------------------------------------------------------------
Warburg Pincus Small Company Value                    -       (1.03)%       (1.03)%     5/1/97
- ---------------------------------------------------------------------------------------------------
</TABLE>

- ----------

*    The since inception dates for the variable investment options are as
     follows: Alliance Aggressive Stock, Alliance Common Stock, Alliance
     Conservative Investors, Alliance Equity Index, Alliance Global, Alliance
     Growth & Income, Alliance Growth Investors, Alliance High Yield, Alliance
     Intermediate Government Securities, Alliance International, Alliance Money
     Market, Alliance Small Cap Growth, BT Equity 500 Index, BT International
     Equity Index, BT Small Company Index, EQ/Putnam Balanced, EQ/Putnam Growth
     & Income Value, MFS Emerging Growth Companies, MFS Research, Merrill Lynch
     Basic Value Equity, Merrill Lynch World Strategy, Morgan Stanley Emerging
     Markets Equity, T. Rowe Price Equity Income, T. Rowe Price International
     Stock, and Warburg Pincus Small Company Value (May 1, 1998).


     The inception dates for the Portfolios that became available on or after
     December 31, 1998 and are therefore not shown in the tables are:
     EQ/Evergreen, EQ/Evergreen Foundation, and MFS Growth with Income (December
     31, 1998); EQ/Alliance Premier Growth, Capital Guardian Research, and
     Capital Guardian U.S. Equity (May 1, 1999).

<PAGE>

- --------------------------------------------------------------------------------
                                                       Investment performance 83
- --------------------------------------------------------------------------------



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

<TABLE>
<CAPTION>
                                                        TABLE 2
                           GROWTH OF $1,000 UNDER A CONTRACT SURRENDERED ON DECEMBER 31, 1998

- -----------------------------------------------------------------------------------------------------------------------
                                                                    LENGTH OF INVESTMENT PERIOD
                                              -------------------------------------------------------------------------
                                                                                                             SINCE
                                                    1             3              5             10         PORTFOLIO
 VARIABLE INVESTMENT OPTIONS                      YEAR          YEARS          YEARS          YEARS       INCEPTION*
- -----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>            <C>            <C>            <C>            <C>
Alliance Aggressive Stock                     $  914.00      $1,228.21      $1,521.63      $4,719.54              -
- ----------------------------------------------------------------------------------------------------------------------
Alliance Common Stock                         $1,200.20      $1,908.73      $2,404.59      $4,547.90              -
- ----------------------------------------------------------------------------------------------------------------------
Alliance Conservative Investors               $1,047.70      $1,225.00      $1,379.44              -     $1,982.04
- ---------------------------------------------------------------------------------------------------------------------
Alliance Equity Index                         $1,187.30      $1,908.72              -              -     $2,574.27
- ---------------------------------------------------------------------------------------------------------------------
Alliance Global                               $1,125.60      $1,414.94      $1,726.85      $3,269.70     $3,019.33
- ---------------------------------------------------------------------------------------------------------------------
Alliance Growth & Income                      $1,116.40      $1,683.32      $2,019.39              -     $2,001.59
- ---------------------------------------------------------------------------------------------------------------------
Alliance Growth Investors                     $1,099.30      $1,424.03      $1,698.74              -     $3,300.32
- ---------------------------------------------------------------------------------------------------------------------
Alliance High Yield                           $  860.40      $1,250.11      $1,421.32      $2,352.06             -
- ---------------------------------------------------------------------------------------------------------------------
Alliance Intermediate Government Securities   $  987.30      $1,076.51      $1,137.21              -     $1,444.69
- ---------------------------------------------------------------------------------------------------------------------
Alliance International                        $1,015.10      $1,055.26              -              -     $1,169.83
- ----------------------------------------------------------------------------------------------------------------------
Alliance Money Market                         $  963.60      $1,048.36      $1,126.12      $1,390.07              -
- ----------------------------------------------------------------------------------------------------------------------
Alliance Small Cap Growth                     $  869.70              -              -              -      $1,113.16
- ----------------------------------------------------------------------------------------------------------------------
BT Equity 500 Index                           $1,161.40              -              -              -      $1,161.40
- ----------------------------------------------------------------------------------------------------------------------
BT International Equity Index                 $1,111.70              -              -              -      $1,111.70
- ----------------------------------------------------------------------------------------------------------------------
BT Small Company Index                        $  890.70              -              -              -      $  890.70
- ----------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Companies                 $1,254.00              -              -              -      $1,538.76
- ----------------------------------------------------------------------------------------------------------------------
MFS Research                                  $1,151.30              -              -              -      $1,337.29
- ----------------------------------------------------------------------------------------------------------------------
Merrill Lynch Basic Value Equity              $1,027.80              -              -              -      $1,206.83
- ----------------------------------------------------------------------------------------------------------------------
Merrill Lynch World Strategy                  $  980.80              -              -              -      $1,023.94
- ----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Emerging Markets Equity        $  646.90              -              -              -      $  504.25
- ----------------------------------------------------------------------------------------------------------------------
EQ/Putnam Balanced                            $1,030.00              -              -              -      $1,181.35
- ----------------------------------------------------------------------------------------------------------------------
EQ/Putnam Growth & Income Value               $1,040.00              -              -              -      $1,211.78
- ---------------------------------------------------------------------------------------------------------------------
T. Rowe Price Equity Income                   $1,003.00              -              -              -     $1,232.45
- ---------------------------------------------------------------------------------------------------------------------
T. Rowe Price International Stock             $1,048.60              -              -              -     $1,024.67
- ---------------------------------------------------------------------------------------------------------------------
Warburg Pincus Small Company Value            $  814.80              -              -              -     $  979.50
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

- ----------
*     Portfolio inception dates are shown in Table 1.
<PAGE>

- --------------------------------------------------------------------------------
84 Investment performance
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                                        TABLE 3
                            ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1998:

- -----------------------------------------------------------------------------------------------------------------------
                                                                                                           SINCE
                                         1 YEAR       3 YEARS     5 YEARS     10 YEARS      20 YEARS     INCEPTION*
- -----------------------------------------------------------------------------------------------------------------------
 <S>                                      <C>          <C>         <C>           <C>           <C>           <C>
 ALLIANCE AGGRESSIVE STOCK                (1.30)%       8.97%       9.67%        16.99%            -         15.88%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Mid-Cap Growth                   12.16%       16.33%      14.87%        15.44%            -         13.69%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                8.28%       17.77%      15.56%        16.49%            -         14.78%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE COMMON STOCK                    27.32%       25.56%      19.97%        16.74%        16.71%        14.53%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Growth                           22.86%       22.23%      18.63%        16.72%        16.30%        16.01%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                               28.58%       28.23%      24.06%        19.21%        17.76%        15.98%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE CONSERVATIVE INVESTORS          12.07%        8.93%       7.65%            -             -          8.24%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Flexible Portfolio               14.20%       15.62%      14.31%            -             -         12.55%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                               15.59%       14.45%      13.37%            -             -         12.08%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE EQUITY INDEX                    26.03%       25.56%          -             -             -         22.35%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper S&P 500 Index                    28.05%       27.67%          -             -             -         24.31%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                               28.58%       28.23%          -             -             -         24.79%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE GLOBAL                          19.86%       14.05%      12.43%        12.97%            -         10.76%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Global                           14.34%       14.67%      11.98%        11.21%            -          9.64%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                               24.34%       17.77%      15.68%        10.66%            -          9.55%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE GROWTH & INCOME                 18.94%       20.57%      15.93%            -             -         14.97%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Growth & Income                  15.61%       21.25%      18.35%            -             -         17.89%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                               20.10%       23.99%      21.07%            -             -         20.48%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE GROWTH INVESTORS                17.23%       14.28%      12.08%            -             -         14.21%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Flexible Portfolio               14.20%       15.62%      14.31%            -             -         12.55%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                               22.85%       22.69%      19.96%            -             -         15.55%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE HIGH YIELD                      (6.66)%       9.57%       8.23%         9.39%            -          8.73%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper High Current Yield               (0.44)%       8.21%       7.37%         9.34%            -          8.97%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                3.66%        9.11%       9.01%        11.08%            -         10.72%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE INTERMEDIATE GOVERNMENT
  SECURITIES                               6.03%        4.56%       3.71%            -             -          5.41%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Intermediate Government           7.68%        6.21%       5.91%            -             -          7.25%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                8.49%        6.74%       6.45%            -             -          7.60%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE INTERNATIONAL                    8.81%        3.90%          -             -             -          5.76%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper International                    13.02%        9.94%          -             -             -         10.74%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                               20.00%        9.00%          -             -             -          9.68%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE MONEY MARKET                     3.66%        3.68%       3.49%         3.90%            -          5.38%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Money Market                      4.84%        4.87%       4.77%         5.20%            -          6.77%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                5.05%        5.18%       5.11%         5.44%            -          6.76%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
                                                       Investment performance 85
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                                 TABLE 3 (CONTINUED)

                           ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1998:

- --------------------------------------------------------------------------------------------------------------------
                                                                                                          SINCE
                                          1 YEAR       3 YEARS     5 YEARS    10 YEARS    20 YEARS     INCEPTION*
- --------------------------------------------------------------------------------------------------------------------
 <S>                                       <C>             <C>         <C>         <C>         <C>         <C>
- --------------------------------------------------------------------------------------------------------------------
 ALLIANCE SMALL CAP GROWTH                 (5.73)%         -           -           -           -           10.53%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Small Company Growth              (0.33)%         -           -           -           -           16.72%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                                 1.23%          -           -           -           -           16.58%
- --------------------------------------------------------------------------------------------------------------------
 BT EQUITY 500 INDEX                       23.44%          -           -           -           -           23.44%
- --------------------------------------------------------------------------------------------------------------------
  Lipper S&P 500 Index                     26.78%          -           -           -           -           26.78%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                                28.58%          -           -           -           -           28.58%
- --------------------------------------------------------------------------------------------------------------------
 BT INTERNATIONAL EQUITY INDEX             18.47%          -           -           -           -           18.47%
- --------------------------------------------------------------------------------------------------------------------
  Lipper International                     12.17%          -           -           -           -           12.17%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                                20.00%          -           -           -           -           20.00%
- --------------------------------------------------------------------------------------------------------------------
 BT SMALL COMPANY INDEX                    (3.63)%         -           -           -           -           (3.63)%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Small Cap                          1.53%          -           -           -           -            1.53%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                                (2.54)%         -           -           -           -           (2.54)%
- --------------------------------------------------------------------------------------------------------------------
 MFS EMERGING GROWTH COMPANIES             32.70%          -           -           -           -           33.03%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Mid-Cap                           15.97%          -           -           -           -           22.72%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                                (2.54)%         -           -           -           -           14.53%
- --------------------------------------------------------------------------------------------------------------------
 MFS RESEARCH                              22.43%          -           -           -           -           22.75%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Growth                            25.82%          -           -           -           -           28.73%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                                28.58%          -           -           -           -           31.63%
- --------------------------------------------------------------------------------------------------------------------
 MERRILL LYNCH BASIC VALUE EQUITY          10.08%          -           -           -           -           15.76%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Growth & Income                   15.54%          -           -           -           -           21.32%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                                28.58%          -           -           -           -           31.63%
- --------------------------------------------------------------------------------------------------------------------
 MERRILL LYNCH WORLD STRATEGY               5.38%          -           -           -           -            5.50%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Global Flexible Portfolio          9.34%          -           -           -           -           11.15%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                                19.55%           -           -           -           -           20.00%
- --------------------------------------------------------------------------------------------------------------------
 MORGAN STANLEY EMERGING MARKETS
  EQUITY                                  (28.01)%         -           -           -           -          (33.62)%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Emerging Markets                 (30.50)%         -           -           -           -          (36.28)%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                               (25.34)%         -           -           -           -          (28.92)%
- --------------------------------------------------------------------------------------------------------------------
 EQ/PUTNAM BALANCED                        10.30%          -           -           -           -           14.38%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Balanced                          14.61%          -           -           -           -           17.83%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                                21.36%          -           -           -           -           23.48%
- --------------------------------------------------------------------------------------------------------------------
 EQ/PUTNAM GROWTH & INCOME VALUE           11.30%          -           -           -           -           16.03%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Growth & Income                   15.54%          -           -           -           -           21.32%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                                28.58%          -           -           -           -           31.63%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
86 Investment performance
- --------------------------------------------------------------------------------



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




<TABLE>
<CAPTION>
                                                 TABLE 3 (CONTINUED)
                           ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1998:


- --------------------------------------------------------------------------------------------------------------------
                                                                                                           SINCE
                                            1 YEAR       3 YEARS     5 YEARS    10 YEARS    20 YEARS    INCEPTION*
- --------------------------------------------------------------------------------------------------------------------
 <S>                                        <C>         <C>         <C>         <C>         <C>         <C>
 T. ROWE PRICE EQUITY INCOME                  7.60%     -           -           -           -           17.14%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Equity Income                       10.76%     -           -           -           -           19.07%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                                  28.58%     -           -           -           -           31.63%
- --------------------------------------------------------------------------------------------------------------------
 T. ROWE PRICE INTERNATIONAL STOCK           12.16%     -           -           -           -            5.57%
- --------------------------------------------------------------------------------------------------------------------
  Lipper International                       12.17%     -           -           -           -            9.06%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                                  20.00%     -           -           -           -            13.43%
- --------------------------------------------------------------------------------------------------------------------
 WARBURG PINCUS SMALL COMPANY VALUE         (11.22)%    -           -           -           -            2.84%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Small Cap                            1.53%     -           -           -           -           16.77%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                                 (2.54)%     -           -           -           -           14.53%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

- ----------
*     Portfolio inception dates are shown in Table 1.

<PAGE>

- --------------------------------------------------------------------------------
                                                       Investment performance 87
- --------------------------------------------------------------------------------



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

<TABLE>
<CAPTION>
                                                           TABLE 4
                               CUMULATIVE RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1998:

- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                                  SINCE
                                         1 YEAR        3 YEARS       5 YEARS       10 YEARS        20 YEARS     INCEPTION*
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
 <S>                                     <C>            <C>           <C>            <C>           <C>           <C>
 ALLIANCE AGGRESSIVE STOCK                (1.30)%        29.40%        58.67%        380.08%              -        572.32%
- -----------------------------------------------------------------------------------------------------------------------------
  Lipper Mid-Cap Growth                   12.16%         58.64%       102.73%        334.88%              -        448.32%
- -----------------------------------------------------------------------------------------------------------------------------
  Benchmark                                8.28%         63.35%       106.12%        360.30%              -        494.67%
- -----------------------------------------------------------------------------------------------------------------------------
 ALLIANCE COMMON STOCK                    27.32%         97.96%       148.48%        370.07%       2,099.77%     2,154.10%
- -----------------------------------------------------------------------------------------------------------------------------
  Lipper Growth                           22.86%         84.52%       138.97%        388.00%       2,185.68%     3,490.04%
- -----------------------------------------------------------------------------------------------------------------------------
  Benchmark                               28.58%        110.85%       193.91%        479.62%       2,530.43%     2,919.92%
- -----------------------------------------------------------------------------------------------------------------------------
 ALLIANCE CONSERVATIVE INVESTORS          12.07%         29.27%        44.55%             -               -        107.87%
- -----------------------------------------------------------------------------------------------------------------------------
  Lipper Flexible Portfolio               14.20%         55.28%        97.15%             -               -        202.48%
- -----------------------------------------------------------------------------------------------------------------------------
  Benchmark                               15.59%         49.92%        87.28%             -               -        187.40%
- -----------------------------------------------------------------------------------------------------------------------------
 ALLIANCE EQUITY INDEX                    26.03%         97.97%            -              -               -       165.205
- -----------------------------------------------------------------------------------------------------------------------------
  Lipper S&P 500 Index                    28.05%        108.12%            -              -               -        186.34%
- -----------------------------------------------------------------------------------------------------------------------------
  Benchmark                               28.58%        110.85%            -              -               -        192.17%
- -----------------------------------------------------------------------------------------------------------------------------
 ALLIANCE GLOBAL                          19.86%         48.36%        79.63%        238.62%              -        218.67%
- -----------------------------------------------------------------------------------------------------------------------------
  Lipper Global                           14.34%         51.58%        77.94%        194.96%              -        188.08%
- -----------------------------------------------------------------------------------------------------------------------------
  Benchmark                               24.34%         63.34%       107.19%        175.31%              -        181.57%
- -----------------------------------------------------------------------------------------------------------------------------
 ALLIANCE GROWTH & INCOME                 18.94%         75.29%       109.41%             -               -        108.03%
- -----------------------------------------------------------------------------------------------------------------------------
  Lipper Growth & Income                  15.61%         79.05%       133.95%             -               -        139.10%
- -----------------------------------------------------------------------------------------------------------------------------
  Benchmark                               20.10%         90.62%       160.09%             -               -        166.00%
- -----------------------------------------------------------------------------------------------------------------------------
 ALLIANCE GROWTH INVESTORS                17.23%         49.26%        76.90%             -               -        241.78%
- -----------------------------------------------------------------------------------------------------------------------------
  Lipper Flexible Portfolio               14.20%         55.28%        97.15%             -               -        202.48%
- -----------------------------------------------------------------------------------------------------------------------------
  Benchmark                               22.85%         84.68%       148.41%             -               -        280.88%
- -----------------------------------------------------------------------------------------------------------------------------
 ALLIANCE HIGH YIELD                      (6.66)%        31.56%        48.53%        145.25%              -        172.86%
- -----------------------------------------------------------------------------------------------------------------------------
  Lipper High Current Yield               (0.44)%        26.80%        43.00%        145.62%              -        182.21%
- -----------------------------------------------------------------------------------------------------------------------------
  Benchmark                                3.66%         29.90%        53.96%        186.01%              -        239.69%
- -----------------------------------------------------------------------------------------------------------------------------
 ALLIANCE INTERMEDIATE
  GOVERNMENT SECURITIES                    6.03%         14.30%        19.96%             -               -         50.39%
- -----------------------------------------------------------------------------------------------------------------------------
  Lipper Intermediate Government           7.68%         19.84%        33.36%             -               -         72.35%
- -----------------------------------------------------------------------------------------------------------------------------
  Benchmark                                8.49%         21.61%        36.71%             -               -         76.55%
- -----------------------------------------------------------------------------------------------------------------------------
 ALLIANCE INTERNATIONAL                    8.81%         12.15%            -              -               -         23.33%
- -----------------------------------------------------------------------------------------------------------------------------
  Lipper International                    13.02%         33.62%            -              -               -         47.74%
- -----------------------------------------------------------------------------------------------------------------------------
  Benchmark                               20.00%         29.52%            -              -               -         41.40%
- -----------------------------------------------------------------------------------------------------------------------------
 ALLIANCE MONEY MARKET                     3.66%         11.45%        18.71%         46.56%              -        149.59%
- -----------------------------------------------------------------------------------------------------------------------------
  Lipper Money Market                      4.84%         15.34%        26.25%         66.09%              -        214.68%
- -----------------------------------------------------------------------------------------------------------------------------
  Benchmark                                5.05%         16.35%        28.27%         69.88%              -        214.45%
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
88 Investment performance
- --------------------------------------------------------------------------------


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

<TABLE>
<CAPTION>
                                                     TABLE 4 (CONTINUED)

                               CUMULATIVE RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1998:


- --------------------------------------------------------------------------------------------------------------------
                                                                                                          SINCE
                                         1 YEAR       3 YEARS     5 YEARS     10 YEARS     20 YEARS    INCEPTION*
- --------------------------------------------------------------------------------------------------------------------
<S>                                    <C>          <C>         <C>         <C>          <C>            <C>
 ALLIANCE SMALL CAP GROWTH             (5.73)%      -           -           -            -               18.19%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Small Company Growth          (0.33)%      -           -           -            -               28.98%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                             1.23%       -           -           -            -               29.23%
- --------------------------------------------------------------------------------------------------------------------
 BT EQUITY 500 INDEX                   23.44%       -           -           -            -               23.44%
- -------------------------------------------------------------------------------------------------------------------
  Lipper S&P 500 Index                 26.78%       -           -           -            -               26.78%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                            28.58%       -           -           -            -               28.58%
- --------------------------------------------------------------------------------------------------------------------
 BT INTERNATIONAL EQUITY INDEX         18.47%       -           -           -            -               18.47%
- --------------------------------------------------------------------------------------------------------------------
  Lipper International                 12.17%       -           -           -            -               12.23%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                            20.00%       -           -           -            -               20.00%
- --------------------------------------------------------------------------------------------------------------------
 BT SMALL COMPANY INDEX                (3.63)%      -           -           -            -               (3.63)%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Small Cap                      1.53%       -           -           -            -                1.49%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                            (2.54)%      -           -           -            -               (2.54)%
- --------------------------------------------------------------------------------------------------------------------
 MFS EMERGING GROWTH COMPANIES         32.70%       -           -           -            -               60.99%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Mid-Cap                       15.97%       -           -           -            -               42.16%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                            (2.54)%      -           -           -            -               25.40%
- --------------------------------------------------------------------------------------------------------------------
 MFS RESEARCH                          22.43%       -           -           -            -               40.79%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Growth                        25.82%       -           -           -            -               52.86%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                            28.58%       -           -           -            -               57.60%
- --------------------------------------------------------------------------------------------------------------------
 MERRILL LYNCH BASIC VALUE EQUITY      10.08%       -           -           -            -               27.65%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Growth & Income               15.54%       -           -           -            -               15.59%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                            28.58%       -           -           -            -               57.60%
- --------------------------------------------------------------------------------------------------------------------
 MERRILL LYNCH WORLD STRATEGY           5.38%       -           -           -            -                9.34%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Global Flexible Portfolio      9.34%       -           -           -            -               19.41%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                            19.55%       -           -           -            -               33.33%
- --------------------------------------------------------------------------------------------------------------------
 MORGAN STANLEY EMERGING
  MARKETS EQUITY                      (28.01)%      -           -           -            -              (42.83)%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Emerging Markets             (30.50)%      -           -           -            -              (45.67)%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                           (25.34)%      -           -           -            -              (36.71)%
- --------------------------------------------------------------------------------------------------------------------
 EQ/PUTNAM BALANCED                    10.30%       -           -           -            -               25.12%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Balanced                      14.61%       -           -           -            -               31.59%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                            21.36%       -           -           -            -               42.22%
- --------------------------------------------------------------------------------------------------------------------
 EQ/PUTNAM GROWTH & INCOME
  VALUE                                11.30%       -           -           -            -               28.16%
- --------------------------------------------------------------------------------------------------------------------
  Lipper Growth & Income               15.54%       -           -           -            -               38.49%
- --------------------------------------------------------------------------------------------------------------------
  Benchmark                            28.58%       -           -           -            -               57.60%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
                                                       Investment performance 89
- --------------------------------------------------------------------------------


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

<TABLE>
<CAPTION>
                                              TABLE 4 (CONTINUED)
                        CUMULATIVE RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1998:


- --------------------------------------------------------------------------------------------------------------
                                                                                                    SINCE
                                    1 YEAR       3 YEARS     5 YEARS     10 YEARS     20 YEARS   INCEPTION*
- --------------------------------------------------------------------------------------------------------------
 <S>                             <C>           <C>         <C>         <C>          <C>          <C>
 T. ROWE PRICE EQUITY INCOME       7.60%       -           -           -            -             30.21%
- --------------------------------------------------------------------------------------------------------------
  Lipper Equity Income            10.76%       -           -           -            -             33.92%
- --------------------------------------------------------------------------------------------------------------
  Benchmark                       28.58%       -           -           -            -             57.60%
- --------------------------------------------------------------------------------------------------------------
 T. ROWE PRICE INTERNATIONAL
  STOCK                           12.16%       -           -           -            -              9.46%
- --------------------------------------------------------------------------------------------------------------
  Lipper International            12.17%       -           -           -            -             15.88%
- --------------------------------------------------------------------------------------------------------------
  Benchmark                       20.00%       -           -           -            -             23.42%
- --------------------------------------------------------------------------------------------------------------
 WARBURG PINCUS SMALL COMPANY
  VALUE                          (11.22)%      -           -           -            -              4.79%
- --------------------------------------------------------------------------------------------------------------
  Lipper Small Cap                 1.53%       -           -           -            -             29.95%
- --------------------------------------------------------------------------------------------------------------
  Benchmark                      (2.54)%      -           -           -            -              25.40%
- --------------------------------------------------------------------------------------------------------------
</TABLE>

- ----------
*     Portfolio inception dates are shown in Table 1.

<PAGE>

- --------------------------------------------------------------------------------
90 Investment performance
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                    TABLE 5
                                         YEAR-BY-YEAR RATES OF RETURN




- --------------------------------------------------------------------------------------------------------------
                                                  1989         1990        1991         1992         1993
- --------------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>          <C>          <C>         <C>
- --------------------------------------------------------------------------------------------------------------
Alliance Aggressive Stock                         41.22%       6.43%       83.89%       (4.71)%     14.89%
- --------------------------------------------------------------------------------------------------------------
Alliance Common Stock                             23.60%      (9.59)%      35.69%        1.57%      22.83%
- --------------------------------------------------------------------------------------------------------------
Alliance Conservative Investors                    2.67%       4.66%       17.97%        4.03%       9.04%
- --------------------------------------------------------------------------------------------------------------
Alliance Equity Index                                 -           -            -            -           -
- --------------------------------------------------------------------------------------------------------------
Alliance Global                                   24.72%      (7.58)%      28.47%       (2.10)%     30.01%
- --------------------------------------------------------------------------------------------------------------
Alliance Growth & Income                              -           -            -            -       (0.66)%
- --------------------------------------------------------------------------------------------------------------
Alliance Growth Investors                          3.42%       8.89%       46.53%        3.22%      13.43%
- --------------------------------------------------------------------------------------------------------------
Alliance High Yield                                3.46%      (2.70)%      22.48%       10.51%      21.19%
- --------------------------------------------------------------------------------------------------------------
Alliance Intermediate Government Securities           -           -        10.92%        3.90%       8.78%
- --------------------------------------------------------------------------------------------------------------
Alliance International                                -           -            -            -           -
- --------------------------------------------------------------------------------------------------------------
Alliance Money Market                              7.45%       6.50%        4.49%        1.91%       1.32%
- --------------------------------------------------------------------------------------------------------------
Alliance Small Cap Growth                             -           -            -            -           -
- --------------------------------------------------------------------------------------------------------------
BT Equity 500 Index                                   -           -            -            -           -
- --------------------------------------------------------------------------------------------------------------
BT International Equity Index                         -           -            -            -           -
- --------------------------------------------------------------------------------------------------------------
BT Small Company Index                                -           -            -            -           -
- --------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Companies                         -           -            -            -           -
- --------------------------------------------------------------------------------------------------------------
MFS Research                                          -           -            -            -           -
- --------------------------------------------------------------------------------------------------------------
Merrill Lynch Basic Value Equity                      -           -            -            -           -
- --------------------------------------------------------------------------------------------------------------
Merrill Lynch World Strategy                          -           -            -            -           -
- --------------------------------------------------------------------------------------------------------------
Morgan Stanley Emerging Markets Equity                -           -            -            -           -
- --------------------------------------------------------------------------------------------------------------
EQ/Putnam Balanced                                    -           -            -            -           -
- --------------------------------------------------------------------------------------------------------------
EQ/Putnam Growth & Income Value                       -           -            -            -           -
- --------------------------------------------------------------------------------------------------------------
T. Rowe Price Equity Income                           -           -            -            -           -
- --------------------------------------------------------------------------------------------------------------
T. Rowe Price International Stock                     -           -            -            -           -
- --------------------------------------------------------------------------------------------------------------
Warburg Pincus Small Company Value                    -           -            -            -           -
- --------------------------------------------------------------------------------------------------------------



<CAPTION>
- --------------------------------------------------------------------------------------------------------------
                                                  1994         1995        1996         1997         1998
- --------------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>          <C>          <C>         <C>
- --------------------------------------------------------------------------------------------------------------
Alliance Aggressive Stock                         (5.35)%     29.54%       20.24%        9.04%       (1.30)%
- --------------------------------------------------------------------------------------------------------------
Alliance Common Stock                             (3.70)%     30.34%       22.28%       27.16%       27.32%
- --------------------------------------------------------------------------------------------------------------
Alliance Conservative Investors                   (5.63)%     18.49%        3.52%       11.43%       12.07%
- --------------------------------------------------------------------------------------------------------------
Alliance Equity Index                             (0.26)%     34.31%       20.42%       30.45%       26.03%
- --------------------------------------------------------------------------------------------------------------
Alliance Global                                    3.56%      16.92%       12.76%        9.77%       19.86%
- --------------------------------------------------------------------------------------------------------------
Alliance Growth & Income                          (2.16)%     22.10%       18.16%       24.73%       18.94%
- --------------------------------------------------------------------------------------------------------------
Alliance Growth Investors                         (4.70)%     24.36%       10.80%       14.92%       17.23%
- --------------------------------------------------------------------------------------------------------------
Alliance High Yield                               (4.33)%     18.01%       20.91%       16.58%       (6.66)%
- --------------------------------------------------------------------------------------------------------------
Alliance Intermediate Government Securities       (5.90)%     11.52%        2.11%        5.58%        6.03%
- --------------------------------------------------------------------------------------------------------------
Alliance International                                -        9.97%        8.04%       (4.60)%       8.81%
- --------------------------------------------------------------------------------------------------------------
Alliance Money Market                              2.36%       4.06%        3.64%        3.74%        3.66%
- --------------------------------------------------------------------------------------------------------------
Alliance Small Cap Growth                             -           -            -        25.38%+      (5.73)%
- --------------------------------------------------------------------------------------------------------------
BT Equity 500 Index                                   -           -            -            -        23.44%
- --------------------------------------------------------------------------------------------------------------
BT International Equity Index                         -           -            -            -        18.47%
- --------------------------------------------------------------------------------------------------------------
BT Small Company Index                                -           -            -            -        (3.63)%
- --------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Companies                         -           -            -        21.32%+      32.70%
- --------------------------------------------------------------------------------------------------------------
MFS Research                                          -           -            -        14.99%+      22.43%
- --------------------------------------------------------------------------------------------------------------
Merrill Lynch Basic Value Equity                      -           -            -        15.97%+      10.08%
- --------------------------------------------------------------------------------------------------------------
Merrill Lynch World Strategy                          -           -            -         3.76%+       5.38%
- --------------------------------------------------------------------------------------------------------------
Morgan Stanley Emerging Markets Equity                -           -            -       (20.59)%+    (28.01)%
- --------------------------------------------------------------------------------------------------------------
EQ/Putnam Balanced                                    -           -            -        13.43%+      10.30%
- --------------------------------------------------------------------------------------------------------------
EQ/Putnam Growth & Income Value                       -           -            -        15.15%+      11.30%
- --------------------------------------------------------------------------------------------------------------
T. Rowe Price Equity Income                           -           -            -        21.01%+       7.60%
- --------------------------------------------------------------------------------------------------------------
T. Rowe Price International Stock                     -           -            -        (2.41)%+     12.16%
- --------------------------------------------------------------------------------------------------------------
Warburg Pincus Small Company Value                    -           -            -        18.04%+     (11.22)%
- --------------------------------------------------------------------------------------------------------------
</TABLE>                                                              

- ----------
+ Returns for these Portfolios represent less than 12 months of performance. The
  returns are as of each Portfolio inception date as shown in Table 1.

<PAGE>

- --------------------------------------------------------------------------------
                                                       Investment performance 91
- --------------------------------------------------------------------------------


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

COMMUNICATING PERFORMANCE DATA

In reports or other communications to contract owners or in advertising
material, we may describe general economic and market conditions affecting our
variable investment options, and the Portfolios and may compare the performance
or ranking of those options and the Portfolios with:

o    those 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;

o    other appropriate indices of investment securities and averages for peer
     universes of mutual funds; or

o    data developed by us derived from such indices or averages.

We also may furnish to present or prospective contract owners advertisements or
other communications that include evaluations of a variable investment option or
Portfolio by nationally recognized financial publications. Examples of such
publications are:


 Barron's                                      Money Management Letter
 Morningstar's Variable Annuity Sourcebook     Investment Dealers Digest
 Business Week                                 National Underwriter
 Forbes                                        Pension & Investments
 Fortune                                       USA Today
 Institutional Investor                        Investor's Business Daily
 Money                                         The New York Times
 Kiplinger's Personal Finance                  The Wall Street Journal
 Financial Planning                            The Los Angeles Times
 Investment Adviser                            The Chicago Tribune
 Investment Management Weekly

Lipper Analytical Services, Inc. (Lipper) compiles performance data for peer
universes of funds with similar investment objectives in its Lipper Survey.
Morningstar, Inc. compiles similar data in the Morningstar Variable Annuity/Life
Report (Morningstar Report).

The Lipper Survey records performance data as reported to it by over 800 mutual
funds underlying variable annuity and life insurance products. It divides these
actively managed portfolios into 25 categories by portfolio objectives. The
Lipper Survey contains two different universes, which reflect different types of
fees in performance data:

o    The "separate account" universe reports performance data net of investment
     management fees, direct operating expenses and asset-based charges
     applicable under variable insurance and annuity contracts; and

o    The "mutual fund" universe reports performance net only of investment
     management fees and direct operating expenses, and therefore reflects only
     charges that relate to the underlying mutual fund.

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 level charges.
VARDS is a monthly reporting service that monitors approximately 2,500 variable
life and variable annuity funds on performance and account information.


     Yield information

 Current yield for the Alliance Money Market option 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). Current yield for the Alliance High Yield
 option and Alliance Intermediate Government Securities option 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 similar manner, 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 for the Alliance Money Market option. The yields and
 effective yields assume the deduction of all contract charges and expenses
 other than the withdrawal charge, the optional baseBUILDER benefits charge, the
 annual administrative charge, and any charge for taxes such


<PAGE>

- --------------------------------------------------------------------------------
92 Investment performance
- --------------------------------------------------------------------------------


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

as premium tax. The yields and effective yields for the Alliance Money Market
option, when used for the special dollar cost averaging program, assume that no
contract charges are deducted. For more information, see "Yield Information for
the Alliance Money Market Option, Alliance High Yield Option, and Alliance
Intermediate Government Securities Option" in the SAI.


<PAGE>

- --------------------------------------------------------------------------------
                              Incorporation of certain documents by reference 93
- --------------------------------------------------------------------------------



10
Incorporation of certain documents by reference

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

      Equitable Life's annual report on Form 10-K for the year ended December
31, 1998 and a current report on Form 8-K dated April 9, 1999, are considered to
be a part of this prospectus because they are incorporated by reference.

      After the date of this prospectus and before we terminate the offering of
the securities under this prospectus, all documents or reports we file with the
SEC under the Securities Exchange Act of 1934 ("Exchange Act") will be
considered to become part of this prospectus because they are incorporated by
reference.

      Any statement contained in a document that is or becomes part of this
prospectus, will be considered changed or replaced for purposes of this
prospectus if a statement contained in this prospectus changes or is replaced.
Any statement that is considered to be a part of this prospectus because of its
incorporation will be considered changed or replaced for the purpose of this
prospectus if a statement contained in any other subsequently filed document
that is considered to be part of this prospectus changes or replaces that
statement. After that, only the statement that is changed or replaced will be
considered to be part of this prospectus.

      We file our Exchange Act documents and reports, including our annual and
quarterly reports on Form 10-K and Form 10-Q, electronically according to EDGAR
under CIK No. 0000727920. The SEC maintains a website that contains reports,
proxy and information statements, and other information regarding registrants
that file electronically with the SEC. The address of the site is
http://www.sec.gov.

      Upon written or oral request, we will provide, free of charge, to each
person to whom this prospectus is delivered, a copy of any or all of the
documents considered to be part of this prospectus because they are incorporated
herein. This does not include exhibits not specifically incorporated by
reference into the text of such documents. Requests for documents should be
directed to The Equitable Life Assurance Society of the United States, 1290
Avenue of the Americas, New York, New York 10104. Attention: Corporate Secretary
(telephone: (212) 554-1234).
<PAGE>


- --------------------------------------------------------------------------------
                                Appendix I: Condensed financial information  A-1
- --------------------------------------------------------------------------------


Appendix I: Condensed financial information



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

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION




                                                   FOR THE YEAR ENDING
                                                       DEC. 31, 1998
                                                 ------------------------
 THE HUDSON RIVER TRUST OPTIONS
- ------------------------------------------------------------------------------
 ALLIANCE AGGRESSIVE STOCK
- ------------------------------------------------------------------------------
  Unit value                                             $69.37
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                        293
- ------------------------------------------------------------------------------
 ALLIANCE COMMON STOCK
- ------------------------------------------------------------------------------
  Unit value                                             $37.18
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                        550
- ------------------------------------------------------------------------------
 ALLIANCE CONSERVATIVE INVESTORS
- ------------------------------------------------------------------------------
  Unit value                                             $21.20
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                        659
- ------------------------------------------------------------------------------
 ALLIANCE EQUITY INDEX
- ------------------------------------------------------------------------------
  Unit value                                             $26.73
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                          2
- ------------------------------------------------------------------------------
 ALLIANCE GLOBAL
- ------------------------------------------------------------------------------
  Unit value                                             $32.58
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                        354
- ------------------------------------------------------------------------------
 ALLIANCE GROWTH & INCOME
- ------------------------------------------------------------------------------
  Unit value                                             $20.99
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                      1,853
- ------------------------------------------------------------------------------
 ALLIANCE GROWTH INVESTORS
- ------------------------------------------------------------------------------
  Unit value                                             $34.84
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                        694
- ------------------------------------------------------------------------------
 ALLIANCE HIGH YIELD
- ------------------------------------------------------------------------------
  Unit value                                             $27.96
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                        801
- ------------------------------------------------------------------------------
 ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES
- ------------------------------------------------------------------------------
  Unit value                                             $15.25
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                        929
- ------------------------------------------------------------------------------
<PAGE>

- ------------------------------------------------------------------------------
A-2  Appendix I: Condensed financial information
- ------------------------------------------------------------------------------


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



                                                 FOR THE YEAR ENDING
                                                  DEC. 31, 1998
                                             ------------------------

 ALLIANCE INTERNATIONAL
- ------------------------------------------------------------------------------
  Unit value                                         $12.40
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                    166
- ------------------------------------------------------------------------------
 ALLIANCE MONEY MARKET
- ------------------------------------------------------------------------------
  Unit value                                         $25.92
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                  1,566
- ------------------------------------------------------------------------------
 ALLIANCE SMALL CAP GROWTH
- ------------------------------------------------------------------------------
  Unit value                                         $11.82
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                    775
- ------------------------------------------------------------------------------
 EQ ADVISORS TRUST OPTIONS
- ------------------------------------------------------------------------------
 BT EQUITY 500 INDEX
- ------------------------------------------------------------------------------
  Unit value                                         $12.34
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                  2,426
- ------------------------------------------------------------------------------
 BT INTERNATIONAL EQUITY INDEX
- ------------------------------------------------------------------------------
  Unit value                                         $11.85
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                    242
- ------------------------------------------------------------------------------
 BT SMALL COMPANY INDEX
- ------------------------------------------------------------------------------
  Unit value                                         $ 9.64
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                    284
- ------------------------------------------------------------------------------
 MFS EMERGING GROWTH COMPANIES
- ------------------------------------------------------------------------------
  Unit value                                         $16.10
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                  1,942
- ------------------------------------------------------------------------------
 MFS RESEARCH
- ------------------------------------------------------------------------------
  Unit value                                         $14.08
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                  1,479
- ------------------------------------------------------------------------------
 MERRILL LYNCH BASIC VALUE EQUITY
- ------------------------------------------------------------------------------
  Unit value                                         $12.76
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                  1,009
- ------------------------------------------------------------------------------
 MERRILL LYNCH WORLD STRATEGY
- ------------------------------------------------------------------------------
  Unit value                                         $10.94
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                    140
- ------------------------------------------------------------------------------
 MORGAN STANLEY EMERGING MARKETS EQUITY
- ------------------------------------------------------------------------------
  Unit value                                         $ 5.72
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                    177
- ------------------------------------------------------------------------------
<PAGE>


- --------------------------------------------------------------------------------
                                Appendix I: Condensed financial information  A-3
- --------------------------------------------------------------------------------



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


                                             FOR THE YEAR ENDING
                                              DEC. 31, 1998
                                          ------------------------

 EQ/PUTNAM BALANCED
- ------------------------------------------------------------------------------
  Unit value                                     $12.51
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)              1,136
- ------------------------------------------------------------------------------
 EQ/PUTNAM GROWTH & INCOME VALUE
- ------------------------------------------------------------------------------
  Unit value                                     $12.82
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                867
- ------------------------------------------------------------------------------
 T. ROWE PRICE EQUITY INCOME
- ------------------------------------------------------------------------------
  Unit value                                     $13.02
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)              1,059
- ------------------------------------------------------------------------------
 T. ROWE PRICE INTERNATIONAL STOCK
- ------------------------------------------------------------------------------
  Unit value                                     $10.95
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                705
- ------------------------------------------------------------------------------
 WARBURG PINCUS SMALL COMPANY VALUE
- ------------------------------------------------------------------------------
  Unit value                                     $10.48
- ------------------------------------------------------------------------------
  Number of units outstanding (000s)                560
- ------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
                      Appendix II: Purchase considerations for QP contracts  B-1
- --------------------------------------------------------------------------------


Appendix II: Purchase considerations for QP contracts




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

Trustees who are considering the purchase of an Equitable Accumulator QP
contract should discuss with their tax advisers whether this is an appropriate
investment vehicle for the employer's plan. Trustees should consider whether the
plan provisions permit the investment of plan assets in the QP contract, the
distribution of such an annuity, the purchase of the guaranteed minimum income
benefit, and the payment of death benefits in accordance with the requirements
of the federal income tax rules. The QP contract and this prospectus should be
reviewed in full, and the following factors, among others, should be noted.
Assuming continued plan qualification and operation, earnings on qualified plan
assets will accumulate value on a tax-deferred basis even if the plan is not
funded by the Equitable Accumulator QP contract or another annuity. Therefore,
you should purchase an Equitable Accumulator QP Contract to fund a plan for the
contract's features and benefits other than tax deferral. This QP contract
accepts transfer contributions only and not regular, ongoing payroll
contributions. For 401(k) plans under defined contribution plans, no employee
after-tax contributions are accepted.

Under defined benefit plans, we will not accept rollovers from a defined
contribution plan to a defined benefit plan. We will only accept transfers from
a defined benefit plan or a change of investment vehicles in the plan. For
defined benefit plans, the maximum percentage of actuarial value of the plan
participant/employee's "normal retirement benefit" that can be funded by a QP
contract is 80%. The account value under a QP contract may at any time be more
or less than the lump sum actuarial equivalent of the "accrued benefit" for a
defined benefit plan participant/employee. Equitable Life does not guarantee
that the account value under a QP contract will at any time equal the actuarial
value of 80% of a participant/employee's accrued benefit. If overfunding of a
plan occurs, withdrawals from the QP contract may be required. A withdrawal
charge and/or market value adjustment may apply.

Further, Equitable Life will not perform or provide any plan recordkeeping
services with respect to the QP contracts. The plan's administrator will be
solely responsible for performing or providing for all such services. There is
no loan feature offered under the QP contracts, so if the plan provides for
loans and a participant/employee takes a loan from the plan, other plan assets
must be used as the source of the loan and any loan repayments must be credited
to other investment vehicles and/or accounts available under the plan. Given
that required minimum distributions must commence from the plan for annuitants
after age 70 1/2 (unless the annuitant is not a 5% owner who provided the plan
funds) trustees should consider whether the QP contract is an appropriate
purchase for annuitants approaching or over age 70 1/2.

Finally, because the method of purchasing the QP contract and the features of
the QP contract may appeal more to plan participants/employees who are older and
tend to be highly paid, and because certain features of the QP contract are
available only to plan participants/employees who meet certain minimum and/or
maximum age requirements, plan trustees should discuss with their advisers
whether the purchase of the QP contract would cause the plan to engage in
prohibited discrimination in contributions, benefits or otherwise.
<PAGE>


- --------------------------------------------------------------------------------
                              Appendix III: Market value adjustment example  C-1
- --------------------------------------------------------------------------------



Appendix III: 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 was allocated on
February 15, 2000 to a fixed maturity option with a maturity date of February
15, 2009 (nine years later) at a rate to maturity of 7.00%, resulting in a
maturity value at the maturity date of $183,846. We further assume that a
withdrawal of $50,000 is made four years later on February 15, 2004.



<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                                                  ASSUMED RATE TO MATURITY ON FEBRUARY 15, 2004
                                                  ---------------------------------------------
                                                                        5.00%        9.00%
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
<S>                                                                  <C>         <C>
 AS OF FEBRUARY 15, 2004 (BEFORE WITHDRAWAL)
- -----------------------------------------------------------------------------------------------
(1) Market adjusted amount                                           $144,048    $119,487
- -----------------------------------------------------------------------------------------------
(2) Fixed maturity amount                                            $131,080    $131,080
- -----------------------------------------------------------------------------------------------
(3) Market value adjustment:
   (1) - (2)                                                         $ 12,968    $(11,593)
- -----------------------------------------------------------------------------------------------
 ON FEBRUARY 15, 2004 (AFTER WITHDRAWAL)
- -----------------------------------------------------------------------------------------------
(4) Portion of market value adjustment associated with withdrawal:
   (3) x [$50,000/(1)]                                               $  4,501    $ (4,851)
- -----------------------------------------------------------------------------------------------
(5) Reduction in fixed maturity amount:
   [$50,000 - (4)]                                                   $ 45,499    $ 54,851
- -----------------------------------------------------------------------------------------------
(6) Fixed maturity amount: (2) - (5)                                 $ 85,581    $ 76,229
- -----------------------------------------------------------------------------------------------
(7) Maturity value                                                   $120,032    $106,915
- -----------------------------------------------------------------------------------------------
(8) Market adjusted amount of (7)                                    $ 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% (right column), 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% (left column), a portion of a positive
market value adjustment is realized.
<PAGE>


- --------------------------------------------------------------------------------
                      Appendix IV: Guaranteed minimum death benefit example  D-1
- --------------------------------------------------------------------------------



Appendix IV: Guaranteed minimum death benefit example




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

The death benefit under the contracts is equal to the account value or, if
greater, the guaranteed minimum death benefit.

The following illustrates the guaranteed minimum death benefit calculation.
Assuming $100,000 is allocated to the variable investment options (with no
allocation to the Alliance Money Market option, Alliance Intermediate Government
Securities option or the fixed maturity options), no additional contributions,
no transfers and no withdrawals, and no loans under a Rollover TSA contract, the
guaranteed minimum death benefit for an annuitant age 45 would be calculated 
as follows:



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
                                   5% ROLL UP TO
   END OF                             AGE 80          ANNUAL RATCHET TO AGE 80 GUARANTEED
 CONTRACT                       GUARANTEED MINIMUM                 MINIMUM
   YEAR         ACCOUNT VALUE    DEATH BENEFIT(1)               DEATH BENEFIT
- ------------------------------------------------------------------------------------------
<S>              <C>               <C>                           <C>
  1              $105,000          $105,000(1)                   $105,000(3)
- ------------------------------------------------------------------------------------------
  2              $115,500          $110,250(2)                   $115,500(3)
- ------------------------------------------------------------------------------------------
  3              $129,360          $115,763(2)                   $129,360(3)
- ------------------------------------------------------------------------------------------
  4              $103,488          $121,551(1)                   $129,360(4)
- ------------------------------------------------------------------------------------------
  5              $113,837          $127,628(1)                   $129,360(4)
- ------------------------------------------------------------------------------------------
  6              $127,497          $134,010(1)                   $129,360(4)
- ------------------------------------------------------------------------------------------
  7              $127,497          $140,710(1)                   $129,360(4)
- ------------------------------------------------------------------------------------------
</TABLE>

The account values for contract years 1 through 7 are based on hypothetical
rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%. We
are using these rates solely to illustrate how the benefit is determined. The
return rates bear no relationship to past or future investment results.


5% ROLL UP TO AGE 80
(1)   At the end of contract year 1, and again at the end of contract years 4
      through 7, the death benefit will be equal to the guaranteed minimum death
      benefit.

(2)   At the end of contract years 2 and 3, the death benefit will be equal to
      the current account value since it is higher than the current guaranteed
      minimum death benefit.


ANNUAL RATCHET TO AGE 80
(3)   At the end of contract years 1 through 3, the guaranteed minimum death
      benefit is equal to the current account value.

(4)   At the end of contract years 4 through 7, the guaranteed minimum death
      benefit is equal to the guaranteed minimum death benefit at the end of the
      prior year since it is equal to or higher than the current account
      value.
<PAGE>


- --------------------------------------------------------------------------------
                       Appendix V: Example of payments under the Assured Payment
                                                         Option and APO Plus E-1
- --------------------------------------------------------------------------------



Appendix V: Example of payments under the Assured Payment Option and APO Plus


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

The second column in the chart below illustrates the payments for a male age 70
who purchased the Assured Payment Option on February 14, 1997 with a single
contribution of $100,000, with increasing annual payments. The payments are to
commence on February 15, 1998. 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 the rates to maturity for the fixed maturity options and the current
purchase rate for the life contingent annuity, on February 14, 1997, the initial
payment would be $6,730.77 and would increase in each three-year period to a
final payment of $9,854.53. The first payment under the life contingent annuity
would be $10,839.98.

The the rates to maturity as of February 14, 1997 for fixed maturity options
maturing on February 15, 1998 through 2012 are: 4.40%, 4.69%, 4.86%, 5.00%,
5.11%, 5.22%, 5.32%, 5.41%, 5.50%, 5.57%, 5.56%, 5.56%, 5.56%, 5.56% and 5.56%,
respectively.

Alternatively as shown in the third and fourth columns, this individual could
purchase APO Plus with the same $100,000 contribution, with the same fixed
period and the life contingent annuity on a single life basis. Assuming election
of the Alliance Common Stock option based on the rates to maturity for the fixed
maturity options and the current purchase rate for the life contingent annuity,
on February 14, 1997, the same initial payment of $6,730.77 would be purchased
under APO Plus. However, unlike the payment under the Assured Payment Option
that will increase every three years, this initial payment under APO Plus is not
guaranteed to increase. Therefore, only $78,949.12 is needed to purchase the
initial payment stream, and the remaining $21,050.87 is invested in the variable
investment options. Any future increase in payments under APO Plus will depend
on the investment performance in the Alliance Common Stock option.

Assuming hypothetical average annual rates of return of 0% and 8% (after
deduction of charges) for the variable investment option, the value in the
variable investment option would grow to $21,050.87 and $26,518.03 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
variable investment option 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 the
rates to maturity for the fixed maturity options and purchase rates for the life
contingent annuity as of February 14, 1997, the third and fourth columns
illustrate the increasing payments that would be purchased under APO Plus
assuming 0% and 8% rates of return respectively.

Under both options, while you are living payments increase annually after the
16th year under the life contingent annuity based on the increase, if any, in
the Consumer Price Index, but in no event greater than 3% per year.


ANNUAL PAYMENTS



- -----------------------------------------------------------------------------
              GUARANTEED INCREASING      ILLUSTRATIVE       ILLUSTRATIVE
                   PAYMENTS               PAYMENTS            PAYMENTS
                   UNDER THE               UNDER               UNDER
   YEARS    ASSURED PAYMENT OPTION      APO PLUS AT 0%     APO PLUS AT 8%
- -----------------------------------------------------------------------------
   1-3           $ 6,730.77             $6,730.77         $ 6,730.77
- -----------------------------------------------------------------------------
   4-6           $ 7,403.85             $7,100.57         $ 7,520.00
- -----------------------------------------------------------------------------
   7-9           $ 8,144.23             $7,483.79         $ 8,345.92
- -----------------------------------------------------------------------------
  10-12          $ 8,958.66             $7,868.31         $ 9,191.42
- -----------------------------------------------------------------------------
  13-15          $ 9,854.53             $8,217.67         $10,010.94
- -----------------------------------------------------------------------------
    16           $10,839.98             $8,475.41         $10,731.67
- -----------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
E2  Appendix V: Example of payments under the Assured Payment
    Option and APO Plus
- --------------------------------------------------------------------------------


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

As described above, a portion of the illustrated contribution is applied to the
life contingent annuity. This amount will generally be larger under the Assured
Payment Option than under APO Plus. Also, a larger portion of the contribution
will be allocated to fixed maturity options under the former than the latter. In
this illustration, $80,458.33 is allocated under the Assured Payment Option to
the fixed maturity options and under APO Plus, $68,020.34 is allocated to the
fixed maturity options. In addition, under APO Plus $21,050.87 is allocated to
the variable investment option. The balance of the $100,000 ($19,541.67 and
$10,928.78, 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 the rates to maturity and
life contingent annuity purchase rates in effect on the day the contribution is
applied. It is assumed that no lump sum withdrawals are taken.
<PAGE>


- --------------------------------------------------------------------------------
                      Appendix VI: Assured Payment Option and APO Plus contracts
                                            issued in the state of Maryland  F-1
- --------------------------------------------------------------------------------



Appendix VI: Assured Payment Option and APO Plus contracts issued in the state
of Maryland


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

THE FOLLOWING INFORMATION SPECIFIES THE VARIATIONS THAT RELATE TO THE ASSURED
PAYMENT OPTION AND APO PLUS CONTRACTS ISSUED IN MARYLAND.

The Assured Payment Option and APO Plus (available only as traditional IRAs) are
issued as separate contracts rather than as a distribution option under a
Rollover IRA or Flexible Premium IRA contract.

You may purchase an Assured Payment Option of APO Plus contract with a minimum
single contribution of $10,000. You may also choose to apply the account value
from a Flexible Premium IRA or Rollover IRA contract to purchase an Assured
Payment Option or APO Plus contract. Your account value will be applied as a
single contribution.

We will allocate your single contribution in the same manner as described under
"Assured Payment Option and APO Plus" earlier in this prospectus. You are not
permitted to make additional contributions under the Assured Payment Option and
APO Plus.

PAYMENTS. Your payments must begin within 13 months after the contract date.
You may not elect to defer your payments.

DEATH BENEFIT. If you die during the fixed period, we will continue payments to
your designated beneficiary. Your beneficiary may choose to discontinue the
payments and receive a lump sum amount. If the lump sum is elected within one
year of your death, the amount will be equal the death benefit payable under the
Assured Payment Option and APO Plus.

TERMINATING THE CONTRACT. You may choose to terminate the contract by
surrendering the contract as described under "Surrendering your contract to
receive its cash value." We will return the contract to you with a notation that
the life contingent annuity is still in effect. The date payments are to start
under the life contingent annuity will be moved forward.

TAX INFORMATION. The Assured Payment Option and APO Plus contracts have not been
submitted to the IRS for approval as to form for use as a traditional IRA.
<PAGE>


- --------------------------------------------------------------------------------
Statement of additional information
- --------------------------------------------------------------------------------



Statement of additional 
information



- --------------------------------------------------------------------------------
TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                     PAGE
<S>                                                                                    <C>
Unit Values                                                                            2
Annuity Unit Values                                                                    2
Custodian and Independent Accountants                                                  3
Yield Information for the Alliance Money Market Option, Alliance High Yield Option,
and Alliance Intermediate Government Securities Option                                 3
Long-Term Market Trends                                                                4
Key Factors in Retirement Planning                                                     6
Financial Statements                                                                   9
</TABLE>

HOW TO OBTAIN AN EQUITABLE ACCUMULATOR STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT NO. 45

Send this request form to:
  Equitable Accumulator
  P.O. Box 1547 
  Secaucus, NJ 07096-1547


Please send me an Equitable Accumulator SAI for Separate Account No. 45 dated
May 1, 1999.


- ------------------------------------------------------------------------------
Name:


- ------------------------------------------------------------------------------
Address:


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









(AGENTSAI)



<PAGE>



                             EQUITABLE ACCUMULATOR(SM)
                       STATEMENT OF ADDITIONAL INFORMATION
                                   MAY 1, 1999

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


                            COMBINATION VARIABLE AND
                        FIXED DEFERRED ANNUITY CONTRACTS

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                 1290 AVENUE OF THE AMERICAS, NEW YORK, NY 10104

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



This statement of additional information ("SAI") is not a prospectus. It should
be read in conjunction with the related Equitable Accumulator prospectus, dated
May 1, 1999. That prospectus provides detailed information concerning the
contracts and the variable investment options, as well as the fixed maturity
options, that fund the contracts. Each variable investment option is a
subaccount of Equitable Life's Separate Account No. 45. The fixed maturity
options are part of Equitable Life's general account. 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 (Post Office Box 1547, Secaucus, NJ 07096-1547), by calling
1-800-789-7771 toll-free, or by contacting your Equitable associate.


<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
                                TABLE OF CONTENTS
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                         PAGE
<S>                                                                                                          <C>

Unit Values                                                                                                  2
- -------------------------------------------------------------------------------------------------------------------------------
Annuity Unit Values                                                                                          2
- -------------------------------------------------------------------------------------------------------------------------------
Custodian and Independent Accountants                                                                        3
- -------------------------------------------------------------------------------------------------------------------------------
Yield Information for the Alliance Money Market Option, Alliance High Yield Option, and Alliance
   Intermediate Government Securities Option                                                                 3
- -------------------------------------------------------------------------------------------------------------------------------
Long-Term Market Trends                                                                                      4
- -------------------------------------------------------------------------------------------------------------------------------
Key Factors in Retirement Planning                                                                           6
- -------------------------------------------------------------------------------------------------------------------------------
Financial Statements                                                                                         9
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>





   Copyright 1999 The Equitable Life Assurance Society of the United States.
             All rights reserved. Accumulator is a service mark of
           The Equitable Life Assurance Society of the United States.

(AGTSAI 5/99)


<PAGE>



- --------------------------------------------------------------------------------
UNIT VALUES

Unit values are determined at the end of each valuation period for each of the
variable investment options. We may offer other annuity contracts and
certificates which will have their own unit values for the variable investment
options. They may be different from the unit values for the Equitable
Accumulator.

The unit value for a variable investment option for any valuation period is
equal to: (1) the unit value for the preceding valuation period multiplied by
(ii) the net investment factor for that option for that valuation period. A
valuation period is each business day together with any preceding non-business
days. The net investment factor is:

     (a/b)-c

where:

(a)  is the value of the variable investment option's shares of the
     corresponding Portfolio at the end of the valuation period. Any amounts
     allocated to or withdrawn from the option for the valuation period are not
     taken into account. For this purpose, we use the share value reported to us
     by The Hudson River Trust or EQ Advisors Trust.

(b)  is the value of the variable investment option's shares of the
     corresponding Portfolio at the end of the preceding valuation period. (Any
     amounts allocated or withdrawn for that valuation period are taken into
     account.)

(c)  is the daily mortality and expense risks charge and administrative charge
     relating to the contracts, 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 1.35%.

- --------------------------------------------------------------------------------
ANNUITY UNIT VALUES

The annuity unit value for each variable investment option was fixed at $1.00 on
each option's respective effective date (as shown in the prospectus) for
contracts 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 contract. 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 contracts have a 5% assumed base rate of net investment return, except in
states where that rate is not permitted. Annuity payments under contracts with
an assumed base rate of 3 1/2% will at first be smaller than those under
contracts with a 5% assumed base rate. Payments under the 3 1/2% contracts,
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% contracts.

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 you specify. The payments 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 your contract.

The first three payments depend on the assumed base rate of net investment
return and the form of annuity chosen (and any fixed period or period certain).
If the annuity involved is 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 variable investment options. We calculate each
monthly payment 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. We calculate the number of units by dividing the
first monthly payment by the annuity unit value for the valuation period. This
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 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 account value on the date annuity payments are to begin is enough to
fund an annuity with a monthly payment of $363. Also assume 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 



                                       2
<PAGE>


- --------------------------------------------------------------------------------
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.


- --------------------------------------------------------------------------------
CUSTODIAN AND INDEPENDENT ACCOUNTANTS

Equitable Life is the custodian for the shares of The Hudson River Trust and EQ
Advisors Trust owned by the variable annuity options.

The financial statements of Separate Account No. 45 as at December 31, 1998 and
for the periods ended December 31, 1998 and 1997, and the consolidated financial
statements of Equitable Life as at December 31, 1998 and 1997 and for each of
the three years ended December 31, 1998 included in this SAI have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.


- --------------------------------------------------------------------------------
YIELD INFORMATION FOR THE ALLIANCE MONEY MARKET OPTION, ALLIANCE HIGH YIELD
OPTION, AND ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES OPTION

ALLIANCE MONEY MARKET OPTION

The Alliance Money Market option calculates yield information for seven-day
periods. The seven-day current yield calculation is based on a hypothetical
contract with one unit at the beginning of the period. To determine the
seven-day rate of return, the net change in the unit value is computed by
subtracting the unit value at the beginning of the period from a unit value,
exclusive of capital changes, at the end of the period.

Unit values reflect all other accrued expenses of the Alliance Money Market
option but do not reflect any withdrawal charges, the optional benefit charge,
or charges for applicable taxes such as state or local premium taxes. Under the
Alliance Money Market special dollar cost averaging program, unit values also do
not reflect the mortality and expense risks charge and the administrative
charge.

The adjusted net change is divided by the unit value at the beginning of the
period to obtain what is called 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 effective yield is obtained by modifying the current yield to take into
account the compounding nature of the Alliance Money Market option'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 Alliance Money Market
option yields will fluctuate daily. Accordingly, yields for any given period do
not necessarily represent future results. In addition, the value of units of the
Alliance Money Market option will fluctuate and not remain constant.


ALLIANCE HIGH YIELD OPTION AND ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES
OPTION


The Alliance High Yield option and Alliance Intermediate Government Securities
option calculate yield information for 30-day periods. The 30-day current yield
calculation is based on a hypothetical contract with one unit at the beginning
of the period. To determine the 30-day rate of return, the net change in the
unit value is computed by subtracting the unit value at the beginning of the
period from a unit value, exclusive of capital changes, at the end of the
period.

Unit values reflect all other accrued expenses of the Alliance High Yield option
and Alliance Intermediate Government Securities option but do not reflect any
withdrawal charges, the optional benefit charge or charges for applicable taxes
such as state or local premium taxes.

The adjusted net change is divided by the 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.

Yields for the Alliance High Yield option and Alliance Intermediate Government
Securities option will fluctuate daily. Accordingly, yields for any given period
do not necessarily represent future results. In addition, the value of units of
the Alliance High Yield option and Alliance Intermediate Government Securities
option will fluctuate and not remain constant.

YIELD INFORMATION FOR THE ALLIANCE MONEY MARKET OPTION, ALLIANCE HIGH YIELD
OPTION, AND ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES OPTION 


The yields for the Alliance Money Market option, Alliance High Yield option, and
Alliance Intermediate Government Securities option reflect charges that are not
normally reflected in the yields of other investments. Therefore, they may be
lower when compared with yields of other investments. The yields for the options
should not be compared to the return on fixed rate investments which guarantee
rates of interest for specified periods, such as the fixed maturity options. Nor
should the yields be compared to the yields of




                                       3
<PAGE>


money market options made available to the general public.

The seven-day current yield for the Alliance Money Market option was 4.19% for
the period ended December 31, 1998. The effective yield for that period was
4.28%.

The 30-day current yield for the Alliance High Yield option was 12.89% for the
period ended December 31, 1998.

The 30-day current yield for the Alliance Intermediate Government Securities
option was 3.15% for the period ended December 31, 1998.

Because the above yields reflect the deduction of variable investment option
expenses, they are lower than the corresponding yield figures for the Alliance
Money Market, Alliance High Yield, and Alliance Intermediate Government
Securities Portfolios which reflect only the deduction of The Hudson River
Trust-level expenses. The Flexible Premium IRA and Flexible Premium Roth IRA
contracts were not offered before the date of the prospectus and SAI, therefore
the above yields do not reflect the annual administrative charge which would
apply under these contracts.


- --------------------------------------------------------------------------------
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 variable investment options, 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 your own
financial needs (for example, the length of time until you retire, your
financial requirements at retirement), you may be able to better determine how
you wish to allocate contributions among the variable investment options.


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 account value to those variable
investment options that invest in stocks.


Growth of $1 Invested on January 1, 1958
 (Values are as of last business day)


[THE FOLLOWING DATA WAS REPRESENTED AS A
SHADED AREA GRAPH IN THE PRINTED DOCUMENT:]



               Common Stock       Inflation
1958               1.00              1.00
1959               1.12              1.01
1960               1.12              1.03
1961               1.43              1.04
1962               1.30              1.05
1963               1.60              1.07
1964               1.86              1.08
1965               2.10              1.10
1966               1.88              1.14
1967               2.34              1.17
1968               2.59              1.23
1969               2.37              1.30
1970               2.47              1.37
1971               2.82              1.42
1972               3.36              1.47
1973               2.87              1.60
1974               2.11              1.79
1975               2.89              1.92
1976               3.58              2.01
1977               3.32              2.15
1978               3.54              2.34
1979               4.19              2.65
1980               5.55              2.98
1981               5.28              3.25
1982               6.41              3.37
1983               7.86              3.50
1984               8.35              3.64
1985              11.03              3.78
1986              13.07              3.82
1987              13.75              3.99
1988              16.07              4.16
1989              21.13              4.36
1990              20.46              4.62
1991              26.74              4.76
1992              28.75              4.90
1993              31.63              5.04
1994              32.04              5.17
1995              44.03              5.30
1996              54.19              5.48
1997              72.27              5.57
1998              92.93              5.67

                           

[LIGHT SHADED AREA = COMMON STOCK]
[DARK SHADED AREA = INFLATION]


[END OF GRAPHICALLY REPRESENTED DATA]]


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


Over shorter periods of time, however, common stocks tend to be subject to more
dramatic changes in value than fixed-income (debt) securities. Investors who are
nearing retirement age, or who have a need to limit short-term risk, may find it
preferable to allocate a smaller percentage of their account value to those
variable investment options 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 1998.


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

[THE FOLLOWING DATA WAS REPRESENTED AS A BLACK AND WHITE LINE GRAPH
IN THE PRINTED DOCUMENT:]

                       Intermediate-Term
                          Govt. Bonds               Common Stocks
  1/1/90                      1.00                      1.00
  Jan.                        0.99                      0.93
  Feb.                        0.99                      0.94
  Mar.                        0.99                      0.97
  Apr.                        0.98                      0.95
  May                         1.01                      1.04
  June                        1.02                      1.03
  July                        1.04                      1.03
  Aug.                        1.03                      0.93
  Sep.                        1.04                      0.89
  Oct.                        1.06                      0.89
  Nov.                        1.08                      0.94
  Dec.                        1.10                      0.97

[END OF GRAPHICALLY REPRESENTED DATA]


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


The following chart illustrates average annual rates of return over selected
time periods between December 31, 1926 and December 31, 1998 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



                                       4
<PAGE>


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. Investment management fees or
expenses and charges typically associated with deferred annuity products, are
not reflected.


The information presented is merely a summary of past experience for unmanaged
groups of securities and is neither an estimate nor guarantee of future
performance. Any investment in securities, whether equity or debt, involves
varying degrees of potential risk, in addition to offering varying degrees of
potential reward.

The rates of return illustrated do not represent returns of the variable
investment options. In addition, there is no assurance that the performance of
the variable investment options will correspond to rates of return such as those
illustrated in the chart.

For a comparative illustration of performance results of the variable investment
options (which reflect the trusts and variable investment options charges), see
"Investment performance" in the prospectus.



<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------


                                                           MARKET TRENDS:
                                                 ILLUSTRATIVE ANNUAL RATES OF RETURN
- -------------------------------------------------------------------------------------------------------------------------------
                                                                     LONG-TERM    INTERMEDIATE-       U.S.
FOR THE FOLLOWING PERIODS               COMMON        LONG-TERM      CORPORATE         TERM         TREASURY       CONSUMER
ENDING 12/31/98:                        STOCKS       GOVT. BONDS       BONDS       GOVT. BONDS        BILLS      PRICE INDEX
- -------------------------------------------------------------------------------------------------------------------------------
   <S>                                  <C>            <C>            <C>            <C>              <C>            <C>  
    1 Year                              28.58%         13.06%         10.76%         10.21%           4.86%          1.80%
    3 Years                             28.27           9.07           8.25           6.84            5.11           2.27
    5 Years                             24.06           9.52           8.74           6.20            4.96           2.41
   10 Years                             19.19          11.66          10.85           8.74            5.29           3.14
   20 Years                             17.75          11.14          10.86           9.85            7.17           4.53
   30 Years                             12.67           9.09           9.14           8.71            6.76           5.24
   40 Years                             12.00           7.20           7.43           7.39            5.94           4.44
   50 Years                             13.56           5.89           6.20           6.21            5.07           3.92
   60 Years                             12.49           5.43           5.62           5.50            4.26           4.19
Since 12/31/26                          11.21           5.29           5.78           5.32            3.78           3.15
Inflation adjusted since 1926            7.82           2.08           2.55           2.11            0.62           0.00
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


SOURCE: Ibbotson, Roger G., and Rex A. Sinquefield, Stocks, Bonds, Bills, and
Inflation (SBBI), 1982, updated in Stocks, Bonds, Bills and Inflation 1998
Yearbook,(TM) Ibbotson Associates, Inc., Chicago. All rights reserved. 

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


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


LONG-TERM CORPORATE BONDS -- For the period 1969-1998, represented by the
Salomon Brothers Long-Term, High-Grade Corporate Bond Index; for the period
1946-1968, the Salomon Brothers Index was backdated using Salomon Brothers
monthly yield data and a methodology similar to that used by Salomon Brothers
for 1969-1998; 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.

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



                                       5
<PAGE>



- --------------------------------------------------------------------------------
KEY FACTORS IN RETIREMENT PLANNING

INTRODUCTION

The Equitable 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 receiving annuity payments. 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.

In addition, unless otherwise noted, none of the illustrations reflect any
charges that may be applied under a particular investment vehicle. Such charges
would effectively reduce the actual return under any type of investment.

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 "Tax information" in the prospectus. 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
section (other than charts 1, 2, 3, 4 and 7) is Ibbotson Associates, Inc.,
Chicago, Stocks, Bonds, Bills and Inflation [1998] 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 harmful impact of inflation over an extended period
of time. Between 1968 and 1998, the average annual inflation rate was 5.24%. As
demonstrated in Chart 1, this 5.24% annual rate of inflation would cause the
purchasing power of $35,000 to decrease to only $7,562 after 30 years.

                                     CHART 1

[THE FOLLOWING DATA WAS REPRESENTED AS A 
SHADED VERTICAL BAR GRAPH IN THE PRINTED DOCUMENT:]

                        (Income)
Today                   35,000
10 Years                21,002
20 Years                12,602
30 Years                 7,562

[END OF GRAPHICALLY REPRESENTED DATA]


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 1968-1998
historical inflation rate of 5.24% is used. In this case, an additional $126,992
would be required to maintain the purchasing power of $35,000 after 30 years.


                                       6
<PAGE>




                                     CHART 2



[THE FOLLOWING DATA WAS REPRESENTED AS A SHADED
VERTICAL BAR GRAPH IN THE PRINTED DOCUMENT:]


                      Annual
                      Income             Increase
                      Needed               Needed
Today                  35,000                   -
10 Years               58,328              23,325
20 Years               97,204              62,204
30 Years              161,992             126,992

[END OF GRAPHICALLY REPRESENTED DATA]

STARTING EARLY

The impact of inflation highlights 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 DATA WAS REPRESENTED AS A SHADED
AREA GRAPH IN THE PRINTED DOCUMENT:]

<TABLE>
<S>       <C>         <C>    <C>         <C>         <C>         <C>          <C>          <C>          <C>
[BLACK:]  Age 50      $0          $0          $0          $0           $0      $15,610      $38,020      $70,193
[WHITE:]  Age 40      $0          $0          $0     $15,610      $38,020      $70,193     $116,381     $182,691
[GRAY:]   Age 30      $0     $15,610     $38,020     $70,193     $116,381     $182,691     $277,886     $414,551
</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
 CONTRI-     YEAR      YEAR      YEAR      YEAR      YEAR
  BUTION      10        15        20        25        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      52,976    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 (pretax)
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 pretax contribution of $129 (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 pretax 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 DATA WAS REPRESENTED AS A BLACK AND WHITE
VERTICAL BAR GRAPH IN THE PRINTED DOCUMENT:]

                            GOAL: $250,000 BY AGE 65

                                                         Tax Savings 
                                                     and Tax-deferred
                                        Net Cost     Earnings at 7.5%
 $93 per month        Age 30           $ 39,265             $ 210,735
$212 per month        Age 40             63,641               186,359
$552 per month        Age 50             99,383               150,617


[END OF GRAPHICALLY REPRESENTED DATA]




                                       7
<PAGE>





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 traditional 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 nondeductible traditional IRAs and non-qualified annuities.

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

Consider an example. For the type of retirement program that offers both pre-tax
contributions and tax deferral, assume that a $2,000 annual pre-tax contribution
is made for thirty years. In this example, the retirement funds would be
$172,339 after thirty years (assuming a 7.5% rate of return, no withdrawals and
assuming the deduction of the 1.35% Separate Account daily asset charge -- but
no withdrawal charge or other charges under the contract, 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 $124,084 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
$124,084 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 $101,436 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. It is not
intended to represent a guaranteed or expected rate of return on any type of
investment. Moreover, early withdrawals of tax-deferred investments are
generally subject to a 10% penalty tax.

INVESTMENT FOR RETIREMENT

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


During the 1968-1998 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 12.67% over this period, in contrast to 9.09% and 6.76%
for the other two investment categories. Significantly, common stock returns
also outpaced inflation, which grew at 5.24% over this period.


The Equitable Accumulator can be an effective program for diversifying ongoing
investments between various asset categories. In addition, the Equitable
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 Alliance Money Market option to other
variable investment options, 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.


                                       8
<PAGE>





THE BENEFIT OF ANNUITIZATION

An individual may shift the risk of outliving his or her principal by electing a
lifetime income annuity. See "Choosing your annuity payout options" under
"Accessing your money" in the prospectus. Chart 5 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)
- -------------------------------------------------------------------
                    
                    PRINCIPAL              JOINT AND SURVIVOR*
                       AND             -----------------------------
           INTEREST INTEREST             50%     66.67%    100%
             ONLY      FOR    SINGLE     TO        TO       TO
 ANNUITANT FOR LIFE 15 YEARS   LIFE   SURVIVOR  SURVIVOR SURVIVOR
- -------------------------------------------------------------------
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



- -------------------
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.



FINANCIAL STATEMENTS

The consolidated financial statements of Equitable Life included herein should
be considered only as bearing upon the ability of Equitable Life to meet its
obligations under the contracts.



                                       9



<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

INDEX TO FINANCIAL STATEMENTS

Report of Independent Accountants .....................................     FS-2
Financial Statements:
   Statements of Assets and Liabilities, December 31, 1998 ............     FS-3
   Statements of Operations for the Year Ended December 31, 1998 ......     FS-6
   Statements of Changes in Net Assets for the Years Ended
     December 31, 1998 and 1997 .......................................     FS-9
   Notes to Financial Statements ......................................    FS-15


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Accountants .....................................      F-1
Consolidated Financial Statements:
   Consolidated Balance Sheets, December 31, 1998 and 1997 ............      F-2
   Consolidated Statements of Earnings, Years Ended December
     31, 1998, 1997 and 1996 ..........................................      F-3
   Consolidated Statements of Shareholder's Equity, Years Ended
     December 31, 1998,
      1997 and 1996 ...................................................      F-4
   Consolidated Statements of Cash Flows, Years Ended December 31,
     1998, 1997 and 1996 ..............................................      F-5
   Notes to Consolidated Financial Statements .........................      F-6


                                      FS-1
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
The Equitable Life Assurance Society of the United States
and Contractowners of Separate Account No. 45
of The Equitable Life Assurance Society of the United States

In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of the Alliance Money Market Fund,
Alliance Intermediate Government Securities Fund, Alliance High Yield Fund,
Alliance Growth & Income Fund, Alliance Equity Index Fund, Alliance Common Stock
Fund, Alliance Global Fund, Alliance International Fund, Alliance Aggressive
Stock Fund, Alliance Small Cap Growth Fund, Alliance Conservative Investors
Fund, Alliance Growth Investors Fund, ("Hudson River Trust funds") and T. Rowe
Price Equity Income Fund, EQ/Putnam Growth & Income Value Fund, BT Equity 500
Index Fund, Merrill Lynch Basic Value Equity Fund, MFS Research Fund, BT
International Equity Index Fund, T. Rowe Price International Stock Fund, Morgan
Stanley Emerging Markets Equity Fund, Warburg Pincus Small Company Value Fund,
BT Small Company Index Fund, MFS Emerging Growth Companies Fund, EQ/Putnam
Balanced Fund and Merrill Lynch World Strategy Fund ("EQ Advisors Trust funds"),
separate investment funds of The Equitable Life Assurance Society of the United
States ("Equitable Life") Separate Account No. 45 at December 31, 1998 and the
results of each of their operations and changes in each of their net assets for
the periods indicated, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of Equitable
Life's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of shares owned in The Hudson River Trust and in The EQ Advisors
Trust at December 31, 1998 with the transfer agent, provide a reasonable basis
for the opinion expressed above.


PricewaterhouseCoopers LLP
New York, New York
February 8, 1999


                                      FS-2
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                         FIXED INCOME SERIES:                
                                                ------------------------------------------   
                                                                ALLIANCE                     
                                                  ALLIANCE    INTERMEDIATE                   
                                                   MONEY       GOVERNMENT      ALLIANCE      
                                                   MARKET      SECURITIES        HIGH        
                                                    FUND          FUND         YIELD FUND    
                                                ------------   ------------   ------------   
<S>                                             <C>             <C>            <C>       
ASSETS
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost: $162,642,654 .......................   $162,027,740
           38,988,768 .......................                   $39,087,424
           79,874,329 .......................                                  $68,956,617
           52,351,834 .......................   
           38,500,311 .......................   
          179,571,303 .......................   
           51,702,567 .......................   
              367,878 .......................   
           40,156,608 .......................   
Receivable for Trust shares sold ............           --             --             --   
Receivable for policy-related transactions ..      4,052,521        284,956        281,931
                                                ------------    -----------    -----------
Total Assets ................................    166,080,261     39,372,380     69,238,548
                                                ------------    -----------    -----------

LIABILITIES
Payable for Trust shares
   purchased ................................      4,071,280        311,491        285,060
Payable for policy-related
   transactions .............................           --             --             --   
Amount retained by Equitable Life in Separate
   Account No. 45 (Note 5) ..................         51,090         37,552         17,444
                                                ------------    -----------    -----------
Total Liabilities ...........................      4,122,370        349,043        302,504
                                                ------------    -----------    -----------

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...   $161,957,891    $39,023,337    $68,936,044
                                                ============    ===========    ===========

<CAPTION>
                                                                              EQUITY SERIES:                                        
                                                ------------------------------------------------------------------------------------
                                                                                                                           MERRILL  
                                                  T. ROWE       EQ/PUTNAM                                     ALLIANCE      LYNCH   
                                                   PRICE         GROWTH &      ALLIANCE       BT EQUITY        EQUITY    BASIC VALUE
                                                  EQUITY         INCOME         GROWTH &      500 INDEX        INDEX        EQUITY  
                                                INCOME FUND     VALUE FUND    INCOME FUND       FUND           FUND         FUND   
                                                ------------   ------------   ------------   ------------   ------------ -----------
<S>                                             <C>            <C>           <C>             <C>            <C>         <C>       
ASSETS
Investments in shares of the Trusts --       
   at market value (Note 1)
   Cost: $162,642,654 .......................
           38,988,768 .......................
           79,874,329 .......................
           52,351,834 .......................   $54,352,075
           38,500,311 .......................                  $41,327,548
          179,571,303 .......................                                $194,812,344
           51,702,567 .......................                                                $57,083,310
              367,878 .......................                                                               $429,900
           40,156,608 .......................                                                                           $40,154,990
Receivable for Trust shares sold ............            --             --             --             --          --             --
Receivable for policy-related transactions ..       192,690        169,537        886,818      1,978,165      12,773        297,870
                                                -----------    -----------   ------------    -----------    --------    -----------
Total Assets ................................    54,544,765     41,497,085    195,699,162     59,061,475     442,673     40,452,860
                                                -----------    -----------   ------------    -----------    --------    -----------

LIABILITIES
Payable for Trust shares purchased ..........      192,690         169,537        914,736      1,978,218      13,332        297,913
Payable for policy related transactions......           --              --             --             --          --             --
Amount retained by Equitable Life in Separate
   Account No. 45 (Note 5) ..................       38,209          31,750        144,163         59,481       8,903         24,813
                                                -----------    -----------   ------------    -----------    --------    -----------
Total Liabilities ...........................      230,899         201,287      1,058,899      2,037,699      22,235        322,726
                                                -----------    -----------   ------------    -----------    --------    -----------

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...   $54,313,866    $41,295,798   $194,640,263    $57,023,776    $420,438    $40,130,134
                                                ===========    ===========   ============    ===========    ========    ===========
</TABLE>
- -------------------
See Notes to Financial Statements.

                                      FS-3
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                                  EQUITY SERIES (CONTINUED):
                                                ---------------------------------------------------------  
                                                    ALLIANCE                                                
                                                     COMMON          MFS         ALLIANCE      ALLIANCE     
                                                     STOCK         RESEARCH       GLOBAL     INTERNATIONAL  
                                                     FUND            FUND          FUND          FUND       
                                                ------------   ------------   ------------   ------------
<S>                                             <C>             <C>            <C>           <C>         

ASSETS
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost: $614,422,976 .......................   $673,522,100
           46,867,524 .......................                   $53,094,944
           62,242,799 .......................                                  $66,482,102
           19,182,262 .......................                                                $20,109,775
            5,069,139 .......................   
           28,158,931 .......................   
            5,282,220 .......................   
          158,195,007 .......................   
Receivable for Trust shares sold ............             --             --             --     1,621,423
Receivable for policy-related transaction ...      3,169,259        789,675        223,087            -- 
                                                ------------    -----------    -----------   -----------
Total Assets ................................    676,691,359     53,884,619     66,705,189    21,731,198
                                                ------------    -----------    -----------   -----------

LIABILITIES
Payable for Trust shares sold ...............      3,174,080        789,704        228,019            -- 
Payable for policy-related transactions .....             --             --             --     1,629,516
Amount retained by Equitable Life in Separate
   Account No. 45 (Note 5) ..................         15,873         11,321         69,713        23,074
                                                ------------    -----------    -----------   -----------
Total Liabilities ...........................      3,189,953        801,025        297,732     1,652,590
                                                ------------    -----------    -----------   -----------

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...   $673,501,406    $53,083,594    $66,407,457   $20,078,608
                                                ============    ===========    ===========   ===========
<CAPTION>

                                                                  EQUITY SERIES (CONTINUED):
                                                ---------------------------------------------------------  
                                                                                 MORGAN                   
                                                                  T. ROWE       STANLEY                  
                                                     BT            PRICE        EMERGING      ALLIANCE   
                                                 INTERNATIONAL  INTERNATIONAL    MARKETS     AGGRESSIVE  
                                                    EQUITY         STOCK         EQUITY        STOCK     
                                                    INDEX          FUND           FUND          FUND     
                                                ------------   ------------   ------------   ------------
<S>                                             <C>            <C>            <C>            <C>         
ASSETS
Investments in shares of the Trusts --          
   at market value (Note 1)
   Cost: $614,422,976 .......................
           46,867,524 .......................
           62,242,799 .......................
           19,182,262 .......................
            5,069,139 .......................   $5,353,580 
           28,158,931 .......................                  $29,654,895 
            5,282,220 .......................                                 $4,273,794 
          158,195,007 .......................                                                $147,616,537 
Receivable for Trust shares sold ............      228,451              --            --               --
Receivable for policy-related transaction ...           --         158,444        25,127          305,836
                                                ----------     -----------    ----------     ------------
Total Assets ................................    5,582,031      29,813,339     4,298,921      147,922,373
                                                ----------     -----------    ----------     ------------

LIABILITIES
Payable for Trust shares sold ...............           --         158,443        26,143          313,060
Payable for policy-related transactions .....      228,419              --            --               --
Amount retained by Equitable Life in Separate 
   Account No. 45 (Note 5) ..................        6,600          22,436         8,961           11,344
                                                ----------     -----------    ----------     ------------
Total Liabilities ...........................      235,019         180,879        35,104          324,404
                                                ----------     -----------    ----------     ------------

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...   $5,347,012     $29,632,460    $4,263,817     $147,597,969
                                                ==========     ===========    ==========     ============
</TABLE>
- ------------------

See Notes to Financial Statements.


                                      FS-4
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED)
DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                                  EQUITY SERIES (CONCLUDED):
                                                     ------------------------------------------------------ 
                                                       WARBURG                                     MFS      
                                                       PINCUS        ALLIANCE                   EMERGING    
                                                        SMALL       SMALL CAP    BT SMALL        GROWTH     
                                                       COMPANY       GROWTH       COMPANY        COMPANIES  
                                                      VALUE FUND       FUND      INDEX FUND       FUND      
                                                     ------------   -----------  -----------   ------------ 
<S>                                                  <C>            <C>          <C>           <C>          
ASSETS
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost: $ 41,502,596............................... $37,275,602 
           42,123,172.............................                  $40,301,314
            5,078,731.............................                               $5,098,116
           61,770,493.............................                                             $73,588,750
           50,900,433.............................                                                          
           33,319,831.............................                                                          
          120,367,795.............................                                                          
            5,865,231.............................                                                          
Receivable for Trust shares sold..................            --            --           --             --  
Receivable for policy-related transactions........        87,152     1,031,150       41,271        834,313  
                                                     ------------   ----------  -----------   ------------  
Total Assets......................................    37,362,754    41,332,464    5,139,387     74,423,063  
                                                     ------------   ----------  -----------   ------------  
                                                                 
LIABILITIES                                                      
Payable for Trust shares purchased................        87,151     1,035,757       41,271        834,334  
Payable for policy-related  transactions..........            --            --           --             --  
Amount retained by Equitable Life in Separate                    
   Account No. 45 (Note 5)........................        25,995        51,378        6,603         24,127  
                                                     ------------   ----------  -----------   ------------  
Total Liabilities.................................       113,146     1,087,135       47,874        858,461  
                                                     ------------   ----------  -----------   ------------  
                                                                 
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS.........   $37,249,608    $40,245,329  $5,091,513    $73,564,602  
                                                     ===========    ===========  ==========   ============  
<CAPTION>                                                       
                                                                    ASSET ALLOCATION SERIES:
                                                     -------------------------------------------------------
                                                                                                   MERRILL
                                                       ALLIANCE                     ALLIANCE        LYNCH
                                                     CONSERVATIVE    EQ/PUTNAM       GROWTH         WORLD
                                                      INVESTORS      BALANCED      INVESTORS       STRATEGY
                                                        FUND           FUND           FUND          FUND
                                                     -----------   ------------  -------------   -----------
<S>                                                  <C>           <C>           <C>              <C>       
ASSETS
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost: $ 41,502,596.............................   
           42,123,172.............................   
            5,078,731.............................   
           61,770,493.............................   
           50,900,433.............................   $51,458,514
           33,319,831.............................                 $34,637,097 
          120,367,795.............................                               $126,599,682 
            5,865,231.............................                                                $5,947,148
Receivable for Trust shares sold..................            --            --             --             --
Receivable for policy-related transactions........       445,717       649,638        394,969         45,950
                                                     -----------   -----------   ------------     ----------
Total Assets......................................    51,904,231    35,286,735    126,994,651      5,993,098
                                                     -----------   -----------   ------------     ----------
                                                                                                 
LIABILITIES                                                                                      
Payable for Trust shares purchased................       447,264       649,660        435,647         45,950
Payable for policy-related  transactions..........            --            --             --             --
Amount retained by Equitable Life in Separate                                                    
   Account No. 45 (Note 5)........................       141,475        16,519         79,665          5,185
                                                     -----------   -----------   ------------     ----------
Total Liabilities.................................       588,739       666,179        515,312         51,135
                                                     -----------   -----------   ------------     ----------
                                                                                                 
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS.........   $51,315,492   $34,620,556   $126,479,339     $5,941,963
                                                     ===========   ===========   ============     ==========
</TABLE>
- -------------------                                                       
See Notes to Financial Statements.                                             


                                      FS-5
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                      
SEPARATE ACCOUNT NO. 45 
                                                       
STATEMENTS OF OPERATIONS                                                       
FOR THE YEAR ENDED DECEMBER 31, 1998                                           
<TABLE>
<CAPTION>
                                                                              
                                                      FIXED INCOME SERIES:                
                                             ----------------------------------------    
                                                             ALLIANCE                    
                                              ALLIANCE     INTERMEDIATE     ALLIANCE      
                                               MONEY        GOVERNMENT        HIGH        
                                               MARKET       SECURITIES        YIELD       
                                                FUND           FUND           FUND        
                                             -----------    ----------   -------------   
<S>                                          <C>            <C>           <C>             
INCOME AND EXPENSES:                                                                     
    Investment Income (Note 2):
      Dividends from the Trusts .............$5,658,138     $1,260,940    $  5,454,605   
   Expenses (Note 3):
      Asset-based charges                       737,652        268,963        542,692   
                                             ----------     ----------    -----------   
NET INVESTMENT INCOME (LOSS) ................ 4,920,486        991,977      4,911,913   
                                             ----------     ----------    -----------   
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
   Realized gain (loss) on investments ......
   Realized gain distribution from the ......   149,548        255,764     (1,040,219)   
      Trusts ................................     4,257             --      1,292,662   
                                             ----------     ----------    -----------   
NET REALIZED GAIN (LOSS) ....................   153,805        255,764        252,443   
                                             ----------     ----------    -----------   
   Unrealized appreciation (depreciation)
    on investments:
   Beginning of period ......................  (465,201)        21,939       (786,186)  
   End of period ............................  (614,915)        98,656    (10,917,712)  
                                             ----------     ----------    -----------   
   Change in unrealized appreciation ........                                           
      (depreciation) during the period ......  (149,714)        76,717    (10,131,526)  
                                             ----------     ----------    -----------   
NET REALIZED AND UNREALIZED GAIN (LOSS) ON ..                                           
   INVESTMENTS ..............................     4,091        332,481     (9,879,083)  
                                             ----------     ----------    -----------   
   NET INCREASE (DECREASE) IN NET ASSETS ....                                           
   RESULTING FROM OPERATIONS ................$4,924,577     $1,324,458    $(4,967,170)  
                                             ==========     ==========    ===========   
<CAPTION>

                                                                      EQUITY SERIES:
                                             -----------------------------------------------------------------------------------
                                               T.ROWE                                                                   MERRILL
                                                PRICE       EQ/PUTNAM      ALLIANCE                      ALLIANCE       LYNCH
                                               EQUITY        GROWTH &       GROWTH &       BT EQUITY      EQUITY      BASIC VALUE
                                               INCOME        INCOME         INCOME        500 INDEX        INDEX         EQUITY    
                                                FUND          FUND         VALUE FUND         FUND         FUND           FUND  
                                             ----------   -----------    ------------     -----------    ---------    -----------
<S>                                          <C>          <C>            <C>             <C>            <C>          <C>        
INCOME AND EXPENSES:
    Investment Income (Note 2):
      Dividends from the Trusts .............$  871,348   $  348,923     $   382,870     $  254,693     $ 2,310      $  377,168
   Expenses (Note 3):
      Asset-based charges
                                                394,056      298,502       1,602,233        203,672       2,588         269,948
                                             ----------   ----------     -----------     ----------     -------      ----------
NET INVESTMENT INCOME (LOSS) ................   477,292       50,421      (1,219,363)        51,021        (278)        107,220
                                             ----------   ----------     -----------     ----------     -------      ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
   Realized gain (loss) on investments ......
   Realized gain distribution from the ......    43,764      (69,351)      2,807,006       (262,278)      5,225        (175,666)   
      Trusts ................................ 1,120,050      315,112      15,440,331             --         112       1,307,680
                                             ----------   ----------     -----------     ----------     -------      ----------
NET REALIZED GAIN (LOSS) .................... 1,163,814      245,761      18,247,337       (262,278)      5,337       1,132,014
                                             ----------   ----------     -----------     ----------     -------      ----------
   Unrealized appreciation (depreciation)                                                                          
    on investments:                                                                                                
   Beginning of period ......................   980,406      191,128       5,616,378             --       4,722         (64,333)
   End of period ............................ 2,000,241    2,827,238      15,241,041      5,380,743      62,022          (1,617)
                                             ----------   ----------     -----------     ----------     -------      ----------
   Change in unrealized appreciation ........                                                                             
      (depreciation) during the period ...... 1,019,835    2,636,110       9,624,663      5,380,743      57,300          62,716
                                             ----------   ----------     -----------     ----------     -------      ----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON ..                                                                              
   INVESTMENTS .............................. 2,183,649    2,881,871      27,872,000      5,118,465      62,637       1,194,730
                                             ----------   ----------     -----------     ----------     -------      ==========
   NET INCREASE (DECREASE) IN NET ASSETS ....                                                                             
   RESULTING FROM OPERATIONS ................$2,660,941   $2,932,292     $26,652,637     $5,169,486     $62,359      $1,301,950
                                             ==========   ==========     ===========     ==========     =======      ==========
</TABLE>       
- -------------------                                                             
See Notes to Financial Statements.                                              


                                      FS-6
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45 
                                                        
STATEMENTS OF OPERATIONS (CONTINUED)                                            
FOR THE YEAR ENDED DECEMBER 31, 1998 
<TABLE>
<CAPTION>
                                                                  EQUITY SERIES (CONTINUED):
                                                -----------------------------------------------------------
                                                   ALLIANCE                                                      
                                                    COMMON           MFS          ALLIANCE       ALLIANCE        
                                                    STOCK         RESEARCH        GLOBAL       INTERNATIONAL     
                                                     FUND           FUND           FUND           FUND           
                                                -------------    -----------    -----------   ------------
<S>                                             <C>              <C>            <C>           <C>        
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts .............   $  2,403,283     $  131,068     $  598,042    $   340,200
   Expenses (Note 3):
      Asset-based charges ...................      5,424,534        307,489        589,611        215,726
                                                ------------     ----------     ----------    -----------
NET INVESTMENT INCOME (LOSS) ................     (3,021,251)      (176,421)         8,431        124,474
                                                ------------     ----------     ----------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
   Realized gain (loss) on investments ......     10,230,950         60,560        749,415     (1,566,752)
   Realized gain distribution from the Trusts     79,194,636             --      4,143,459          3,718
                                                ------------     ----------     ----------    -----------
NET REALIZED GAIN (LOSS) ....................     89,425,586         60,560      4,892,874     (1,563,034)
                                                ------------     ----------     ----------    -----------
   Unrealized appreciation (depreciation)
    on investments:
   Beginning of period ......................     23,451,447         37,510       (244,398)    (2,137,851)
   End of period ............................     59,099,124      6,227,419      4,239,304        927,513
                                                ------------     ----------     ----------    -----------
   Change in unrealized appreciation
    (depreciation) during the period ........     35,647,677      6,189,909      4,483,702      3,065,364
                                                ------------     ----------     ----------    -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS ..............................    125,073,263      6,250,469      9,376,576      1,502,330
                                                ------------     ----------     ----------    -----------

NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ...................   $122,052,012     $6,074,048     $9,385,007    $ 1,626,804
                                                ============     ==========     ==========    ===========
<CAPTION>
                                                                  EQUITY SERIES (CONTINUED):
                                                -------------------------------------------------------
                                                                               MORGAN                    
                                                                T. ROWE        STANLEY                     
                                                  BT             PRICE        EMERGING        ALLIANCE 
                                               INTERNATIONAL     INTER-        MARKETS       AGGRESSIVE
                                                 EQUITY         NATIONAL       EQUITY          STOCK   
                                               INDEX FUND      STOCK FUND        FUND           FUND              
                                               -----------    -----------    -----------    ------------
<S>                                             <C>           <C>            <C>            <C>          
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts .............   $ 66,107      $  245,522     $    16,085    $   586,576
   Expenses (Note 3):
      Asset-based charges ...................     22,058         217,929          35,466      1,537,723
                                                --------      ----------     -----------    -----------
NET INVESTMENT INCOME (LOSS) ................     44,049          27,593         (19,381)      (951,147)
                                                --------      ----------     -----------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
   Realized gain (loss) on investments ......    (38,281)         73,956        (337,130)    (1,170,454)
   Realized gain distribution from the Trusts         --             228              --      6,889,454
                                                --------      ----------     -----------    -----------
NET REALIZED GAIN (LOSS) ....................    (38,281)         74,184        (337,130)     5,719,000
                                                --------      ----------     -----------    -----------
   Unrealized appreciation (depreciation)
    on investments:
   Beginning of period ......................         --        (576,978)       (238,282)    (3,851,402)
   End of period ............................    284,441       1,495,964      (1,008,425)    10,578,470)
                                                --------      ----------     -----------    -----------
   Change in unrealized appreciation
    (depreciation) during the period ........    284,441       2,072,942        (770,143)    (6,727,068)
                                                --------      ----------     -----------    -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS ..............................    246,160       2,147,126      (1,107,273)    (1,008,068)
                                                --------      ----------     -----------    -----------

NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ...................   $290,209      $2,174,719     $(1,126,654)   $(1,959,215)
                                                ========      ==========     ===========    ===========
</TABLE>
- ------------------

See Notes to Financial Statements.


                                      FS-7
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF OPERATIONS (CONCLUDED)
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                                      EQUITY SERIES (CONCLUDED):                     
                                                       ---------------------------------------------------      
                                                         WARBURG                                                
                                                         PINCUS                                     MFS         
                                                          SMALL        ALLIANCE      BT SMALL      EMERGING     
                                                         COMPANY       SMALL CAP     COMPANY       GROWTH       
                                                          VALUE         GROWTH        INDEX       COMPANIES     
                                                          FUND           FUND         FUND          FUND        
                                                       -----------    -----------    --------    ------------   
<S>                                                    <C>            <C>            <C>         <C>         
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts ....................   $   172,128    $       716    $ 34,326     $       901
   Expenses (Note 3):
      Asset-based charges ..........................       355,215        336,205      20,638         373,152
                                                       -----------    -----------    --------     -----------
NET INVESTMENT INCOME (LOSS) .......................      (183,087)      (335,489)     13,688        (372,251)
                                                       -----------    -----------    --------     -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
   Realized gain (loss) on investments .............      (395,526)      (513,118)    (50,161)        163,114
   Realized gain distribution from the Trusts ......            --             --      65,264              -- 
                                                       -----------    -----------    --------     -----------
NET REALIZED GAIN (LOSS) ...........................      (395,526)      (513,118)     15,103         163,114
                                                       -----------    -----------    --------     -----------

   Unrealized appreciation (depreciation)
    on investments:
   Beginning of period .............................      (300,436)      (344,436)         --        (259,194)
   End of period ...................................    (4,226,993)    (1,821,859)     19,385      11,818,257
                                                       -----------    -----------    --------     -----------
   Change in unrealized appreciation
    (depreciation)during the period ................    (3,926,557)    (1,477,423)     19,385      12,077,451
                                                       -----------    -----------    --------     -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS .....................................    (4,322,083)    (1,990,541)     34,488      12,240,565
                                                       -----------    -----------    --------     -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
   OPERATIONS ......................................   $(4,505,170)   $(2,326,030)   $ 48,176     $11,868,314
                                                       ===========    ===========    ========     ===========
<CAPTION>
                                                                     ASSET ALLOCATION SERIES:
                                                       ----------------------------------------------------  
                                                        ALLIANCE                                   MERRILL  
                                                        CONSERVA-                    ALLIANCE       LYNCH    
                                                         TIVE         EQ/PUTNAM       GROWTH        WORLD   
                                                        INVESTORS      BALANCED     INVESTORS     STRATEGY  
                                                          FUND          FUND           FUND         FUND    
                                                       ----------    -----------    -----------   --------- 
<S>                                                    <C>           <C>           <C>           <C>       
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts ....................   $1,373,189    $  593,087    $ 1,887,685   $  42,482
   Expenses (Note 3):
      Asset-based charges ..........................      387,733       194,358      1,064,812      31,672
                                                       ----------    ----------    -----------   ---------
NET INVESTMENT INCOME (LOSS) .......................      985,456       398,729        822,873      10,810
                                                       ----------    ----------    -----------   ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
   Realized gain (loss) on investments .............      568,518      (130,136)       736,026     (38,321)
   Realized gain distribution from the Trusts ......    2,571,769       355,759      9,800,094          --
                                                       ----------    ----------    -----------   ---------
NET REALIZED GAIN (LOSS) ...........................    3,140,287       225,623     10,536,120     (38,321)
                                                       ----------    ----------    -----------   ---------
   Unrealized appreciation (depreciation)
    on investments:
   Beginning of period .............................      482,745        73,582      1,685,711    (129,123)
   End of period ...................................      558,081     1,317,266      6,231,888      81,917
                                                       ----------    ----------    -----------   ---------
   Change in unrealized appreciation
    (depreciation)during the period ................       75,336     1,243,684      4,546,177     211,040
                                                       ----------    ----------    -----------   ---------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS .....................................    3,215,623     1,469,307     15,082,297     172,719
                                                       ----------    ----------    -----------   ---------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                     
   OPERATIONS ......................................   $4,201,079    $1,868,036    $15,905,170   $ 183,529
                                                       ==========    ==========    ===========   =========
</TABLE>
- -------------------
See Notes to Financial Statements.


                                      FS-8
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
                                                                            FIXED INCOME SERIES:
                                                                     ------------------------------- 
                                                                                ALLIANCE             
                                                                            MONEY MARKET FUND        
                                                                     ------------------------------- 
                                                                         1998               1997     
                                                                     ------------       ------------  
<S>                                                                  <C>                <C>           
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income.........................................    $  4,920,486       $  2,322,115 
   Net realized gain (loss)......................................         153,805             64,275 
   Change in unrealized appreciation (depreciation) of investments       (149,714)          (267,302)
                                                                     ------------       ------------  
   Net increase (decrease) in net assets from operations.........       4,924,577          2,119,088 
                                                                     ------------       ------------  
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions...............................................     216,826,115        137,532,670 
     Transfers from other Funds and Guaranteed Interest Rate                                          
       Account (Note 1)..........................................     113,746,706         55,819,439  
                                                                     ------------       ------------  
       Total.....................................................     330,572,821        193,352,109 
                                                                     ------------       ------------  
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions........................      10,986,665          1,577,365 
   Withdrawal and administrative charges.........................         230,600            618,083 
   Transfers to other Funds and Guaranteed Interest Rate                                              
     Account (Note 1)............................................     243,665,058        144,167,408  
                                                                     ------------       ------------  
     Total.......................................................     254,882,323        146,362,856 
                                                                     ------------       ------------  
   Net increase in net assets from Contractowners                                                     
     transactions................................................      75,690,498         46,989,253  
                                                                     ------------       ------------  
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE                                          
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5)...........................         (15,545)           (46,770)
                                                                     ------------       ------------  
INCREASE IN NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...........      80,599,530         49,061,571 
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                            
   BEGINNING OF PERIOD...........................................      81,358,361         32,296,790  
                                                                     ------------       ------------  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                            
   END OF PERIOD.................................................    $161,957,891       $ 81,358,361  
                                                                     ============       ============ 
<CAPTION>
                                                                         FIXED INCOME SERIES:
                                                                     ---------------------------  
                                                                        ALLIANCE INTERMEDIATE     
                                                                      GOVERNMENT SECURITIES FUND  
                                                                      --------------------------  
                                                                          1998           1997     
                                                                      -----------    -----------  
<S>                                                                   <C>            <C>          
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income.........................................     $   991,977    $   303,709  
   Net realized gain (loss)......................................         255,764         12,754  
   Change in unrealized appreciation (depreciation) of investments         76,717         58,654  
                                                                      -----------    -----------  
   Net increase (decrease) in net assets from operations.........       1,324,458        375,117  
                                                                      -----------    -----------  
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions...............................................      19,720,434      5,416,131  
     Transfers from other Funds and Guaranteed Interest Rate                                      
       Account (Note 1)..........................................      20,781,791      3,270,944  
                                                                      -----------    -----------  
       Total.....................................................      40,502,225      8,687,075  
                                                                      -----------    -----------  
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions........................       1,040,600        189,517  
   Withdrawal and administrative charges.........................          73,339        128,377  
   Transfers to other Funds and Guaranteed Interest Rate                                          
     Account (Note 1)............................................      12,745,544      1,145,902  
                                                                      -----------    -----------  
     Total.......................................................      13,859,483      1,463,796  
                                                                      -----------    -----------  
   Net increase in net assets from Contractowners                                                 
     transactions................................................      26,642,742      7,223,279  
                                                                      -----------    -----------  
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE                                      
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5)...........................          (6,113)       (12,130) 
                                                                      -----------    -----------  
INCREASE IN NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...........      27,961,087      7,586,266  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                        
   BEGINNING OF PERIOD...........................................      11,062,250      3,475,984  
                                                                      -----------    -----------  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                        
   END OF PERIOD.................................................     $39,023,337    $11,062,250  
                                                                     ============    ===========  
<CAPTION>
                                                                           FIXED INCOME SERIES:
                                                                     ------------------------------
                                                                                 ALLIANCE               
                                                                            HIGH YIELD FUND (a)         
                                                                      -----------------------------
                                                                          1998             1997
                                                                      ------------      -----------       
<S>                                                                   <C>               <C>               
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income.........................................     $  4,911,913      $   601,148
   Net realized gain (loss)......................................          252,443          783,323
   Change in unrealized appreciation (depreciation) of investments     (10,131,526)        (786,186)
                                                                      ------------      -----------       
   Net increase (decrease) in net assets from operations.........       (4,967,170)         598,285
                                                                      ------------      -----------       
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions...............................................       47,559,333       13,779,925
     Transfers from other Funds and Guaranteed Interest Rate                                              
       Account (Note 1)..........................................       47,655,636       22,095,921       
                                                                      ------------      -----------       
       Total.....................................................       95,214,969       35,875,846
                                                                      ------------      -----------       
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions........................        2,110,668          161,257
   Withdrawal and administrative charges.........................          128,063           45,545
   Transfers to other Funds and Guaranteed Interest Rate                                                  
     Account (Note 1)............................................       37,545,562       17,780,088       
                                                                      ------------      -----------       
     Total.......................................................       39,784,293       17,986,890
                                                                      ------------      -----------       
   Net increase in net assets from Contractowners                                                         
     transactions................................................       55,430,676       17,888,956       
                                                                      ------------      -----------       
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE                                              
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5)...........................           (8,801)          (5,902)
                                                                      ------------      -----------       
INCREASE IN NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...........       50,454,705       18,481,339
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                                
   BEGINNING OF PERIOD...........................................       18,481,339               --       
                                                                      ------------      -----------       
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                                
   END OF PERIOD.................................................     $ 68,936,044      $18,481,339       
                                                                     =============     ============
</TABLE>
- -------------------
See Notes to Financial Statements.
(a)  Commenced operations on May 1, 1997.


                                      FS-9
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
                                                                EQUITY SERIES:                       
                                           -------------------------------------------------------   
                                             T. ROWE PRICE EQUITY            EQ/PUTNAM GROWTH &        
                                                 INCOME FUND (a)            INCOME VALUE FUND (a)        
                                           --------------------------    --------------------------   
                                               1998           1997           1998           1997     
                                           -----------     -----------   ------------   -----------
<S>                                        <C>            <C>            <C>            <C>        
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss)..........  $   477,292      $  78,818    $     50,421   $    21,273   
   Net realized gain (loss)..............    1,163,814         54,535         245,761        54,646   
   Change in unrealized appreciation                                                                 
     (depreciation) of investments.......    1,019,835        980,406       2,636,110       191,128   
                                           -----------    -----------    ------------   -----------
Net increase (decrease) in net                                                                       
     assets from operations..............    2,660,941      1,113,759       2,932,292       267,047   
                                           -----------    -----------    ------------   -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions.......................   26,813,091     13,813,772      22,432,656    10,975,199   
     Transfers from other Funds and        
       Guaranteed Interest Rate Account 
       (Note 1)..........................   10,252,099      4,356,204       6,980,421     3,217,543   
                                           -----------    -----------    ------------   -----------

       Total.............................   37,065,190     18,169,976      29,413,077    14,192,742   
                                           -----------    -----------    ------------   -----------

WITHDRAWAL AND TRANSFERS:
   Benefits and other policy
     transactions.........................   1,205,409         86,052       1,300,000        58,925   
   Withdrawal and administrative charges..     109,823         40,797          90,762        32,578   
   Transfers to other Funds and
     Guaranteed Interest                                                                             
     Rate Account (Note 1)................   3,039,300        183,349       3,822,075       180,506   
                                           -----------    -----------    ------------   -----------
     Total................................   4,354,532        310,198       5,212,837       272,009   
                                           -----------    -----------    ------------   -----------
   Net increase in net assets from
     Contractowners transactions..........  32,710,658     17,859,778      24,200,240    13,920,733  
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT NO. 45 (NOTE 5).......     (26,248)        (5,022)        (22,154)       (2,360)  
                                           -----------    -----------    ------------   -----------
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                               
   CONTRACTOWNERS.........................  35,345,351     18,968,515      27,110,378    14,185,420   
NET ASSETS ATTRIBUTABLE TO                                                                           
   CONTRACTOWNERS,                        
   BEGINNING OF PERIOD....................  18,968,515             --      14,185,420            --   
                                           -----------    -----------    ------------   -----------
 NET ASSETS ATTRIBUTABLE TO                                                                       
   CONTRACTOWNERS,                        
   END OF PERIOD.......................... $54,313,866    $18,968,515    $ 41,295,798   $14,185,420
                                           ===========    ===========    ============   ===========
<CAPTION>
                                                                     EQUITY SERIES:
                                            ------------------------------------------------------------- 
                                                     ALLIANCE             BT EQUITY          ALLIANCE        
                                                  GROWTH & INCOME         500 INDEX        EQUITY INDEX      
                                                       FUND                FUND (b)          FUND (a)         
                                            -------------------------    ----------    ------------------
                                               1998           1997          1998         1998       1997
                                            -----------    ----------    ----------    -------     ------ 
<S>                                         <C>            <C>           <C>           <C>         <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss)..........  $ (1,219,363)   $  (95,244)   $   51,021    $  (278)    $   187
   Net realized gain (loss)..............    18,247,337     6,014,564      (262,278)     5,337       1,392
   Change in unrealized appreciation
     (depreciation) of investments.......     9,624,663     4,852,142     5,380,743     57,300       4,722 
                                            -----------    ----------    ----------    -------      ------ 
Net increase (decrease) in net
     assets from operations..............    26,652,637    10,771,462     5,169,486     62,359       6,301 
                                            -----------    ----------    ----------    -------      ------ 
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions.......................    69,137,309    58,696,016    38,685,440     69,113      77,031
     Transfers from other Funds and
       Guaranteed Interest Rate 
       Account (Note 1)..................    25,662,665    16,269,895    24,595,843    198,702      15,328 
                                            -----------    ----------    ----------    -------      ------ 

       Total.............................   94,799,974     74,965,911    63,281,283    267,815      92,359
                                            -----------    ----------    ----------    -------      ------ 
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy               
     transactions.........................    5,922,537     1,455,357       533,098         --          -- 
   Withdrawal and administrative charges..      501,695       425,279        13,875        380          --
   Transfers to other Funds and            
     Guaranteed Interest                                                                                
     Rate Account (Note 1)................   14,167,225     4,907,606    10,862,244      4,913          -- 
                                            -----------    ----------    ----------    -------      ------ 
     Total................................   20,591,457     6,788,242    11,409,217      5,293          --
                                            -----------    ----------    ----------    -------      ------ 
   Net increase in net assets from         
     Contractowners transactions..........   74,208,517    68,177,669    51,872,066    262,522      92,359
NET (INCREASE) DECREASE IN AMOUNT          
   RETAINED BY EQUITABLE LIFE IN                                                                           
   SEPARATE ACCOUNT NO. 45 (NOTE 5).......     (101,665)      (94,285)      (17,776)    (1,961)     (1,142)
                                            -----------    ----------    ----------    -------      ------ 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                     
   CONTRACTOWNERS.........................  100,759,489    78,854,846    57,023,776    322,920      97,518 
NET ASSETS ATTRIBUTABLE TO                                                                                 
   CONTRACTOWNERS,
   BEGINNING OF PERIOD....................   93,880,774    15,025,928           --      97,518          -- 
                                            -----------    ----------    ----------    -------      ------ 
 NET ASSETS ATTRIBUTABLE TO                                                                                
   CONTRACTOWNERS,
   END OF PERIOD..........................  $194,640,263   $93,880,774   $57,023,776   $420,438    $97,518 
                                            ============   ===========   ===========   ========    =======
</TABLE>
- -------------------
See Notes to Financial Statements.
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on January 1, 1998.


                                     FS-10
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>

                                                                          EQUITY SERIES (CONTINUED):
                                                         ---------------------------------------------------------  
                                                               MERRILL LYNCH                   ALLIANCE             
                                                                BASIC VALUE                     COMMON              
                                                              EQUITY FUND (a)                  STOCK FUND           
                                                         --------------------------   ----------------------------  
                                                             1998           1997          1998            1997      
                                                         -----------     ----------   ------------    ------------  
<S>                                                      <C>            <C>           <C>             <C>           
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
                                                  
   Net investment income (loss).....................      $  107,220    $    20,510   $ (3,021,251)   $ (1,209,624) 
   Net realized gain (loss).........................       1,132,014         47,779     89,425,586      27,433,324  
   Change in unrealized appreciation (depreciation)                                                                 
     of investments.................................          62,716        (64,333)    35,647,677      22,094,993  
                                                         -----------    -----------   ------------    ------------  
 Net increase (decrease) in net assets from operations     1,301,950          3,956    122,052,012      48,318,693  
                                                         -----------    -----------   ------------    ------------  
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions..................................      24,093,025      8,075,199    222,706,977     175,880,351  
     Transfers from other Funds and Guaranteed                                                                      
       Interest Rate Account (Note 1)...............       9,221,650      1,941,071     88,116,261      61,077,537  
                                                         -----------    -----------   ------------    ------------  
     Total..........................................      33,314,675     10,016,270    310,823,238     236,957,888  
                                                         -----------    -----------   ------------    ------------  
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions...........         967,509          9,691     20,666,466       4,271,079  
   Withdrawal and administrative charges............          69,854         17,792      1,652,840       1,459,175  
   Transfers to other Funds and Guaranteed Interest                                                                 
     Rate Account (Note 1)..........................       3,287,976        137,464     56,065,697      35,438,036  
                                                         -----------    -----------   ------------    ------------  
   Total..........................................         4,325,339        164,947     78,385,003      41,168,290  
                                                         -----------    -----------   ------------    ------------  
 Net increase in net assets from Contractowners                                                                   
     transactions...................................      28,989,336      9,851,323    232,438,235     195,789,598  
                                                         -----------    -----------   ------------    ------------  
NET  (INCREASE) DECREASE IN AMOUNT RETAINED BY                                                                      
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5)        (15,592)          (839)      (298,491)       (305,436) 
                                                         -----------    -----------   ------------    ------------  
                                                         
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                              
   CONTRACTOWNERS...................................      30,275,694      9,854,440    354,191,756     243,802,855  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                                          
   BEGINNING OF PERIOD..............................       9,854,440             --    319,309,650      75,506,795  
                                                         -----------    -----------   ------------    ------------  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,              
   END OF PERIOD....................................     $40,130,134    $ 9,854,440   $673,501,406    $319,309,650  
                                                         ===========    ===========   ============    ============  
<CAPTION>
                                                                       EQUITY SERIES (CONTINUED):
                                                         ------------------------------------------------------ 
                                                                                                                
                                                               MFS RESEARCH                  ALLIANCE           
                                                                 FUND (a)                   GLOBAL FUND         
                                                         -------------------------   --------------------------
                                                             1998          1997          1998           1997
                                                         -----------   -----------   -----------    ----------- 
<S>                                                      <C>           <C>           <C>            <C>        
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
                                                  
   Net investment income (loss).....................      $ (176,421)  $   (15,339)  $     8,431    $   328,372
   Net realized gain (loss).........................          60,560       101,923     4,892,874      2,837,865
   Change in unrealized appreciation (depreciation)                                                            
     of investments.................................       6,189,909        37,510     4,483,702      (443,882)
                                                         -----------   -----------   -----------    -----------
 Net increase (decrease) in net assets from operations     6,074,048       124,094     9,385,007      2,722,355
                                                         -----------   -----------   -----------    -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions..................................      28,178,818     9,502,168    20,084,493     20,384,580
     Transfers from other Funds and Guaranteed            
       Interest Rate Account (Note 1)...............      10,528,629     2,602,553     7,177,452      7,792,945
                                                         -----------   -----------   -----------    -----------
     Total..........................................      38,707,447    12,104,721    27,261,945     28,177,525
                                                         -----------   -----------   -----------    -----------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions...........       1,059,377        28,630     1,765,622        621,118
   Withdrawal and administrative charges............          74,772        23,738       190,033        155,169
   Transfers to other Funds and Guaranteed Interest                                                            
     Rate Account (Note 1)..........................       2,504,801       209,610     6,748,641      6,961,429
                                                         -----------   -----------   -----------    -----------
   Total..........................................         3,638,950       261,978     8,704,296      7,737,716
                                                         -----------   -----------   -----------    -----------
 Net increase in net assets from Contractowners          
     transactions...................................      35,068,497    11,842,743    18,557,649     20,439,809
                                                         -----------   -----------   -----------    -----------
NET  (INCREASE) DECREASE IN AMOUNT RETAINED BY                                                                 
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5)        (23,737)       (2,051)      (44,868)       (28,799)
                                                         -----------   -----------   -----------    -----------
                                                         
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                         
   CONTRACTOWNERS...................................      41,118,808     11,964,786   27,897,788     23,133,365
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                                     
   BEGINNING OF PERIOD..............................      11,964,786            --    38,509,669     15,376,304
                                                         -----------   -----------   -----------    -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,              
   END OF PERIOD....................................     $53,083,594   $11,964,786   $66,407,457    $38,509,669
                                                         ===========   ===========   ===========    ===========
</TABLE>
- -------------------
See Notes to Financial Statements.
(a)  Commenced operations on May 1, 1997.


                                     FS-11
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>

                                                                       EQUITY SERIES (CONTINUED):
                                            ----------------------------------------------------------------------
                                                                            BT                                    
                                                                          INTER-                                  
                                                                         NATIONAL                                 
                                                                          EQUITY             T. ROWE PRICE        
                                                     ALLIANCE              INDEX              INTERNATIONAL       
                                                   INTERNATIONAL           FUND                  STOCK             
                                                       FUND               1998 (c)               FUND (a)         
                                             -------------------------   ----------    -------------------------  
                                                1998          1997         1998           1998          1997      
                                             -----------   -----------   ----------    -----------   -----------  
<S>                                          <C>           <C>           <C>           <C>           <C>          
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
                                             
   Net investment income..................  $    124,474   $   288,466   $   44,049     $   27,593   $   (45,798) 
   Net realized gain (loss)...............    (1,563,034)    1,093,826      (38,281)        74,184       (53,503) 
   Change in unrealized appreciation                                                                              
     (depreciation) of investments........     3,065,364    (2,169,239)     284,441      2,072,942      (576,978) 
                                             -----------   -----------   ----------    -----------   -----------  
Net increase (decrease) in net                                                                                    
     assets from                               
     operations...........................     1,626,804      (786,947)     290,209      2,174,719      (676,279) 
                                             -----------   -----------   ----------    -----------   -----------  
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions........................     4,384,851     9,574,522    3,655,757     13,036,180     9,658,570  
     Transfers from other Funds and           
       Guaranteed Interest Rate Account                                                                           
       (Note 1)...........................    44,058,459    18,180,472    2,070,284     10,402,147     5,113,170  
                                             -----------   -----------   ----------    -----------   -----------  
Total.....................................    48,443,310    27,754,994    5,726,041     23,438,327    14,771,740  
                                             -----------   -----------   ----------    -----------   -----------  

WITHDRAWAL AND TRANSFERS:
   Benefits and other policy                   
     transactions.........................       810,093       341,327       22,805        754,896        37,224  
   Withdrawal and administrative charges..        82,131        97,083        2,573         64,687        22,024  
   Transfers to other Funds and              
     Guaranteed Interest Rate Account 
     (Note 1).............................    45,566,819    18,593,662      642,046      7,759,247     1,416,476  
                                             -----------   -----------   ----------    -----------   -----------  
  Total...................................    46,459,043    19,032,072      667,424      8,578,830     1,475,724  
                                             -----------   -----------   ----------    -----------   -----------  
Net increase in net assets from               
     Contractowners transactions..........     1,984,267     8,722,922    5,058,617     14,859,497    13,296,016  
                                             -----------   -----------   ----------    -----------   -----------  
NET  (INCREASE) DECREASE IN AMOUNT                                                                                
   RETAINED BY EQUITABLE LIFE IN                                                                                  
   SEPARATE ACCOUNT                                                                                               
   NO. 45 (NOTE 5)........................      (15,805)       (36,637)      (1,814)       (18,463)       (3,030) 
                                             -----------   -----------   ----------    -----------   -----------  
                                                                                                                  
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                            
   CONTRACTOWNERS.........................     3,595,266     7,899,338    5,347,012     17,015,753    12,616,707  
NET ASSETS ATTRIBUTABLE TO                                                                                        
   CONTRACTOWNERS,                            
   BEGINNING OF PERIOD....................    16,483,342     8,584,004           --     12,616,707            --  
                                             -----------   -----------   ----------    -----------   -----------  
NET ASSETS ATTRIBUTABLE TO                                                                                        
   CONTRACTOWNERS,                          
   END OF PERIOD..........................   $20,078,608   $16,483,342   $5,347,012    $29,632,460   $12,616,707  
                                            ============  ============  ===========   ============  ============  
<CAPTION>

                                                              EQUITY SERIES (CONTINUED):
                                            -------------------------------------------------------  
                                                   MORGAN STANLEY                                     
                                                   EMERGING MARKETS               ALLIANCE            
                                                      EQUITY                  AGGRESSIVE STOCK        
                                                     FUND (b)                       FUND              
                                             ------------------------- ----------------------------
                                                1998          1997         1998            1997
                                             -----------   ----------- -------------   ------------
<S>                                          <C>           <C>          <C>            <C>         
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
                                            
   Net investment income..................   $   (19,381)  $     1,234  $   (951,147)  $   (880,189)
   Net realized gain (loss)...............      (337,130)      (26,406)    5,719,000      9,879,526
   Change in unrealized appreciation                                                                 
     (depreciation) of investments........      (770,143)     (238,282)   (6,727,068)    (1,686,216)
                                             -----------   -----------  ------------   ------------  
Net increase (decrease) in net                                                                     
     assets from                            
     operations...........................    (1,126,654)     (263,454)   (1,959,215)     7,313,121  
                                             -----------   -----------  ------------   ------------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions........................     2,708,321     1,617,148    45,526,795     66,019,813
     Transfers from other Funds and         
       Guaranteed Interest Rate Account                                                              
       (Note 1)...........................     1,357,280       889,247    12,684,235     17,726,363  
                                             -----------   -----------  ------------   ------------  
Total.....................................     4,065,601     2,506,395    58,211,030     83,746,176
                                             -----------   -----------  ------------   ------------  

WITHDRAWAL AND TRANSFERS:
   Benefits and other policy                
     transactions.........................        59,492            --     5,047,753      1,854,804  
   Withdrawal and administrative charges..         7,737           394       540,786        482,491
   Transfers to other Funds and             
     Guaranteed Interest Rate Account 
     (Note 1).............................       857,518         2,488    20,928,020     11,669,668  
                                             -----------   -----------  ------------   ------------  
  Total...................................       924,747         2,882    26,516,559     14,006,963
                                             -----------   -----------  ------------   ------------  
Net increase in net assets from             
     Contractowners transactions..........     3,140,854     2,503,513    31,694,471     69,739,213  
                                             -----------   -----------  ------------   ------------
NET  (INCREASE) DECREASE IN AMOUNT                                                                   
   RETAINED BY EQUITABLE LIFE IN                                                                     
   SEPARATE ACCOUNT                                                                                
   NO. 45 (NOTE 5)........................        10,524          (966)       35,035       (111,908)
                                             -----------   -----------  ------------   -------------

INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS.........................     2,024,724     2,239,093    29,770,291     76,940,426  
NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS,
   BEGINNING OF PERIOD....................     2,239,093            --   117,827,678     40,887,252  
                                             -----------   -----------  ------------   -------------
NET ASSETS ATTRIBUTABLE TO                                                                           
   CONTRACTOWNERS,
   END OF PERIOD..........................   $ 4,263,817   $ 2,239,093  $147,597,969   $117,827,678
                                             ===========   ===========  ============   ============
</TABLE>
- -------------------
See Notes to Financial Statements.
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on August 20, 1997.
(c)  Commenced operations on January 1, 1998.


                                     FS-12
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
                                                                     EQUITY SERIES (CONCLUDED):                
                                                     --------------------------------------------------------  
                                                                                                               
                                                         WARBURG PINCUS SMALL               ALLIANCE           
                                                            COMPANY VALUE               SMALL CAP GROWTH       
                                                               FUND (a)                     FUND (a)           
                                                     ---------------------------  ---------------------------  
                                                         1998            1997         1998            1997     
                                                     ------------    -----------   -----------    -----------  
<S>                                                   <C>           <C>            <C>            <C> 
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income.........................    $  (183,087)   $   (64,437)  $  (335,489)   $   (49,856) 
   Net realized gain (loss)......................       (395,526)       338,068      (513,118)       440,546  
   Change in unrealized appreciation                                                                          
     (depreciation) of investments...............     (3,926,557)      (300,436)   (1,477,423)      (344,436) 
                                                     -----------    -----------   -----------    -----------  
   Net increase (decrease) in net assets from                                                                 
     operations..................................     (4,505,170)       (26,805)   (2,326,030)        46,254  
                                                     -----------    -----------   -----------    -----------  
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions...............................     17,316,209     17,791,841    22,333,800     12,116,331  
     Transfers from other Funds and Guaranteed                                                                
       Interest Rate Account (Note 1)............     10,231,935     11,695,862    10,827,569      5,602,864  
                                                     -----------    -----------   -----------    -----------  
Total............................................     27,548,144     29,487,703    33,161,369     17,719,195  
                                                     -----------    -----------   -----------    -----------  

WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions........      1,086,279        134,692     1,022,179         20,842  
   Withdrawal and administrative charges.........        103,922         23,284        78,365          8,570  
   Transfers to other Funds and Guaranteed                                                                    
     Interest Rate Account (Note 1)..............      9,358,044      4,520,417     5,823,960      1,504,600  
                                                     -----------    -----------   -----------    -----------  
Total............................................     10,548,245      4,678,393     6,924,504      1,534,012  
                                                     -----------    -----------   -----------    -----------  
Net increase in net assets from Contractowners                                                                
   transactions..................................     16,999,899     24,809,310    26,236,865     16,185,183  
                                                     -----------    -----------   -----------    -----------  
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY                                                                 
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45                                                                  
   (NOTE 5)......................................        (17,047)       (10,579)      106,435         (3,378) 
                                                     -----------    -----------   -----------    -----------  
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                        
   CONTRACTOWNERS................................     12,477,682     24,771,926    24,017,270     16,228,059  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                                    
   BEGINNING OF PERIOD...........................     24,771,926             --    16,228,059             --  
                                                     -----------    -----------   -----------    -----------  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                            
   END OF PERIOD.................................    $37,249,608    $24,771,926   $40,245,329    $16,228,059  
                                                     ===========    ===========   ===========    ===========  

<CAPTION>
                                                             EQUITY SERIES (CONCLUDED):
                                                      ---------------------------------------- 
                                                       BT SMALL                                
                                                       COMPANY          MFS EMERGING GROWTH     
                                                         INDEX               COMPANIES          
                                                       FUND (b)               FUND (a)          
                                                      ----------   ---------------------------
                                                         1998          1998           1997
                                                      ----------    -----------    ----------- 
<S>                                                   <C>           <C>            <C>         
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income.........................      $  13,688   $   (372,251)   $   (15,821)
   Net realized gain (loss)......................         15,103        163,114        327,209
   Change in unrealized appreciation                                                           
     (depreciation) of investments...............         19,385     12,077,451       (259,194)
                                                      ----------    -----------    ----------- 
   Net increase (decrease) in net assets from                                                  
     operations..................................         48,176     11,868,314         52,194 
                                                      ----------    -----------    ----------- 
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions...............................      4,131,338     40,723,333      9,607,211
     Transfers from other Funds and Guaranteed         
       Interest Rate Account (Note 1)............      1,311,488      16,938,315      3,864,604 
                                                      ----------    -----------    ----------- 
Total............................................      5,442,826     57,661,648     13,471,815
                                                      ----------    -----------    ----------- 

WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions........         21,074      1,543,076         45,537
   Withdrawal and administrative charges.........          1,781         76,137         14,345
   Transfers to other Funds and Guaranteed                                                     
     Interest Rate Account (Note 1)..............        375,472      6,249,256      1,527,808 
                                                      ----------    -----------    ----------- 
Total............................................        398,327      7,868,469      1,587,690
                                                      ----------    -----------    ----------- 

Net increase in net assets from Contractowners        
   transactions..................................      5,044,499     49,793,179     11,884,125 
                                                      ----------    -----------    ----------- 
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY                                                  
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45                                                  
   (NOTE 5)......................................         (1,162)       (31,251)        (1,959)
                                                      ----------    -----------    ----------- 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                         
   CONTRACTOWNERS................................      5,091,513     61,630,242     11,934,360 
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                     
   BEGINNING OF PERIOD...........................             --     11,934,360             -- 
                                                      ----------    -----------    ----------- 
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,           
   END OF PERIOD.................................     $5,091,513    $73,564,602    $11,934,360 
                                                      ==========   ============    ===========
</TABLE>
- -------------------
See Notes to Financial Statements.
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on January 1, 1998.


                                     FS-13
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
                                                                         ASSET ALLOCATION SERIES:                 
                                                        -------------------------------------------------------   
                                                                 ALLIANCE                                         
                                                               CONSERVATIVE                   EQ/PUTNAM           
                                                              INVESTORS FUND               BALANCED FUND (a)      
                                                        ---------------------------    ------------------------   
                                                            1998           1997           1998          1997      
                                                        -----------     -----------    -----------   ----------   
<S>                                                     <C>             <C>            <C>           <C>          
INCREASE (DECREASE) IN NET ASSETS:                                                                  
FROM OPERATIONS:                                                                                   
   Net investment income.............................   $   985,456     $   481,754    $   398,729   $   51,548   
   Net realized gain (loss)..........................     3,140,287         687,695        225,623       45,528   
   Change in unrealized appreciation (depreciation)                                                               
     of investments..................................        75,336         478,094      1,243,684       73,582   
                                                        -----------     -----------    -----------   ----------   
   Net increase (decrease) in net assets from                                                                     
     operations......................................     4,201,079       1,647,543      1,868,036      170,658   
                                                        -----------     -----------    -----------   ----------   
FROM CONTRACTOWNERS TRANSACTIONS:                                     
   Contributions and Transfers:
     Contributions...................................    21,651,343      10,862,780     20,768,914    4,294,496   
     Transfers from other Funds and Guaranteed                                                                    
       Interest Rate Account (Note 1)................    13,282,997       3,151,066      9,211,559    1,721,220   
                                                        -----------     -----------    -----------   ----------   
       Total.........................................    34,934,340      14,013,846     29,980,473    6,015,716   
                                                        -----------     -----------    -----------   ----------   
WITHDRAWAL AND TRANSFERS:                                                            
   Benefits and other policy transactions............     1,883,884         567,547        567,437       17,533   
   Withdrawal and administrative charges.............       117,513         138,461         42,998       15,293   
   Transfers to other Funds and Guaranteed                                                                        
     Interest Rate Account (Note 1)..................     7,120,635       1,428,179      2,636,967      120,099   
                                                        -----------     -----------    -----------   ----------   
     Total...........................................     9,122,032       2,134,187      3,247,402      152,925   
                                                        -----------     -----------    -----------   ----------   
   Net increase in net assets from Contractowners                                                                 
     transactions....................................    25,812,308      11,879,659     26,733,071    5,862,791   
                                                        -----------     -----------    -----------   ----------   
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY                                                                     
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5)       (26,353)        (57,026)       (13,517)        (483)  
                                                        -----------     -----------    -----------   ----------   
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                            
   CONTRACTOWNERS....................................    29,987,034      13,470,176     28,587,590     6,032,966   
NET ASSETS ATTRIBUTABLE TO                                                                                        
   CONTRACTOWNERS, BEGINNING OF PERIOD...............    21,328,458       7,858,282      6,032,966           --   
                                                        -----------     -----------    -----------   ----------   
NET ASSETS ATTRIBUTABLE TO                                
   CONTRACTOWNERS, END OF PERIOD.....................   $51,315,492     $21,328,458    $34,620,556   $6,032,966   
                                                        ===========     ===========    ===========   ==========   
<CAPTION>
                                                                          ASSET ALLOCATION SERIES:
                                                         -------------------------------------------------------
                                                                   ALLIANCE               
                                                                   GROWTH                 MERRILL LYNCH WORLD
                                                                INVESTORS FUND              STRATEGY FUND (a)
                                                         ---------------------------    ------------------------
                                                             1998           1997           1998          1997
                                                         ------------    -----------    ----------    ---------- 
<S>                                                      <C>             <C>            <C>           <C>        
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income.............................    $    822,873    $   736,541    $   10,810    $    2,974
   Net realized gain (loss)..........................      10,536,120      3,620,598       (38,321)       24,219
   Change in unrealized appreciation (depreciation)                                                              
     of investments..................................       4,546,177      1,844,488       211,040      (129,123)
                                                         ------------    -----------    ----------    ---------- 
   Net increase (decrease) in net assets from                                                                   
     operations......................................      15,905,170      6,201,627       183,529      (101,930)
                                                         ------------    -----------    ----------    ---------- 
FROM CONTRACTOWNERS TRANSACTIONS:                        
   Contributions and Transfers:
     Contributions...................................      44,347,044     32,084,069     2,756,653     2,043,811
     Transfers from other Funds and Guaranteed                                                                   
       Interest Rate Account (Note 1)................      13,494,160      7,981,423     1,208,993       561,601 
                                                         ------------    -----------    ----------    ---------- 
       Total.........................................      57,841,204     40,065,492     3,965,646     2,605,412 
                                                         ------------    -----------    ----------    ---------- 
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions............       3,711,360      1,014,211       125,335         3,514
   Withdrawal and administrative charges.............         325,958        421,582        13,717         2,597
   Transfers to other Funds and Guaranteed                                                                       
     Interest Rate Account (Note 1)..................       9,119,743      2,744,848       463,447        84,455 
                                                         ------------    -----------    ----------    ---------- 
     Total...........................................      13,157,061      4,180,641       602,499        90,566
                                                         ------------    -----------    ----------    ---------- 
   Net increase in net assets from Contractowners                                                                
     transactions....................................      44,684,143     35,884,851     3,363,147     2,514,846 
                                                         ------------    -----------    ----------    ---------- 
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY                                                                    
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5)         (93,008)      (111,839)      (17,508)         (121)
                                                         ------------    -----------    ----------    ---------- 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                           
   CONTRACTOWNERS....................................      60,496,305     41,974,639     3,529,168     2,412,795 
NET ASSETS ATTRIBUTABLE TO                                                                                       
   CONTRACTOWNERS, BEGINNING OF PERIOD...............      65,983,034     24,008,395     2,412,795            -- 
                                                         ------------    -----------    ----------    ---------- 
NET ASSETS ATTRIBUTABLE TO                              
   CONTRACTOWNERS, END OF PERIOD.....................    $126,479,339    $65,983,034    $5,941,963    $2,412,795 
                                                         ============    ===========    ==========    ========== 
</TABLE>
- -------------------
See Notes to Financial Statements.
(a)  Commenced operations on May 1, 1997.


                                     FS-14
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

1.   General

     The Equitable Life Assurance Society of the United States (Equitable Life)
     Separate Account No. 45 (the Account) is organized as a unit investment
     trust, a type of investment company, and is registered with the Securities
     and Exchange Commission under the Investment Company Act of 1940 (the 1940
     Act). Alliance Capital Management L.P., an indirect majority owned
     subsidiary of Equitable Life, manages The Hudson River Trust (HRT) and is 
     the investment adviser for all of the investment funds of HRT. EQ Financial
     Consultants, Inc., ("EQFC") is a wholly owned subsidiary of Equitable Life.
     EQFC manages the EQ Advisors Trust (EQAT) and has overall responsibility
     for general management and administration of EQAT. The Account consists of
     25 investment funds (Funds): Alliance Money Market Fund, Alliance
     Intermediate Government Securities Fund, Alliance High Yield Fund, T. Rowe
     Price Equity Income Fund, EQ/Putnam Growth & Income Value Fund, Alliance
     Growth & Income Fund, BT Equity 500 Index Fund, Alliance Equity Index Fund,
     Merrill Lynch Basic Value Equity Fund, Alliance Common Stock Fund, MFS
     Research Fund, Alliance Global Fund, Alliance International Fund, BT
     International Equity Index Fund, T. Rowe Price International Stock Fund,
     Morgan Stanley Emerging Markets Equity Fund, Alliance Aggressive Stock
     Fund, Warburg Pincus Small Company Value Fund, Alliance Small Cap Growth
     Fund, BT Small Company Index Fund, MFS Emerging Growth Companies Fund,
     Alliance Conservative Investors Fund, EQ/Putnam Balanced Fund, Alliance
     Growth Investors Fund and Merrill Lynch World Strategy Fund. The assets in
     each Fund are invested in shares of a corresponding portfolio (Portfolio)
     of a mutual fund, Class 1A and 1B shares of HRT or Class 1B shares of EQAT
     (collectively, the "Trusts"). Class 1A and 1B shares are offered by the
     Trusts at net asset value. Both classes of shares are subject to fees for
     investment management and advisory services and other Trust expenses. Class
     1B shares are subject to distribution fees imposed under a distribution
     plan (herein the "Rule 12b-1 Plans") adopted pursuant to Rule 12b-1 under
     the 1940 Act, as amended. The Rule 12b-1 Plans provide that the Trusts, on
     behalf of each Fund, may charge annually up to 0.25% of the average daily
     net assets of a Fund attributable to its Class 1B shares in respect of
     activities primarily intended to result in the sale of the Class 1B shares.
     These fees are reflected in the net asset value of the shares. Class 1A
     shares of HRT continue to be purchased by contracts in-force prior to May
     1, 1997. The Trusts are open-ended, diversified management investment
     companies that sell their shares to separate accounts of insurance
     companies. Each Portfolio has separate investment objectives.

     EQFC earns fees from both Trusts under distribution agreements held with
     the Trusts. EQFC also earns fees under an investment management agreement
     with EQAT. Alliance earns fees under an investment advisory agreement
     with the HRT.

     The Account is used to fund benefits for the Equitable Accumulator and
     Income Manager Accumulator non-qualified deferred variable annuities which
     combine the portfolios in the Account with guaranteed fixed rate options,
     and the Equitable Accumulator IRA and Income Manager Accumulator IRA, which
     offer the same investment options as Equitable Accumulator and Income
     Manager Accumulator for the non-qualified market. The Equitable Accumulator
     and Income Manager Accumulator are also available for purchase by certain
     types of qualified plans. The Equitable Accumulator (IRA, NQ and QP) and
     Income Manager Accumulator (IRA, NQ and QP), collectively referred to as
     the Contracts, are offered under group and individual variable annuity
     forms.

     All Contracts are issued by Equitable Life. The assets of the Account are
     the property of Equitable Life. However, the portion of the Account's
     assets attributable to the Contracts will not be chargeable with
     liabilities arising out of any other business Equitable Life may conduct.

     Receivable/Payable for policy-related transactions represent amounts due
     to/from general account predominately related to premiums, surrenders and
     death benefit.

     Contractowners may allocate amounts in their individual accounts to the
     Funds of the Account, and/or to the guaranteed interest account of
     Equitable Life's General Account, and/or to other Separate Accounts. The
     net assets of any Fund of the Account may not be less than the aggregate of
     the Contractowners' accounts allocated to that Fund. Additional assets are
     set aside in Equitable Life's General Account to provide for other policy
     benefits, as required under the state insurance law. Equitable Life's
     General Account is subject to creditor rights.

     Included in the Withdrawal and Administrative Charges line of the
     Statements of Changes in Net Assets are certain administrative charges
     which are deducted from the Contractowners account value.


                                     FS-15
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 1998

2.   Significant Accounting Policies

     The accompanying financial statements are prepared in conformity with
     generally accepted accounting principles (GAAP). The preparation of
     financial statements in conformity with GAAP requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the financial statements and the reported amounts of revenues and
     expenses during the reporting period. Actual results could differ from
     those estimates.

     Investments are made in shares of the Trust and are valued at the net asset
     values per share of the respective Portfolios. The net asset value is
     determined by the Trust using the market or fair value of the underlying
     assets of the Portfolio less liabilities.

     Investment transactions in the Trusts are recorded on the trade date.
     Realized gains and losses include (1) gains and losses on redemptions of
     the Trust's shares (determined on the identified cost basis) and (2) Trust
     distributions representing the net realized gains on Trust investment
     transactions which are distributed by the Trusts at the end of each year
     and automatically reinvested in additional shares. Dividends are recorded
     by HRT at the end of each quarter and by EQAT in the fourth quarter on the
     ex-dividend date. Capital gains are distributed by the Trust at the end of
     each year.

     No federal income tax based on net income or realized and unrealized
     capital gains is currently applicable to Contracts participating in the
     Account by reason of applicable provisions of the Internal Revenue Code and
     no federal income tax payable by Equitable Life is expected to affect the
     unit value of Contracts participating in the Account. Accordingly, no
     provision for income taxes is required. However, Equitable Life retains the
     right to charge for any federal income tax incurred which is attributable
     to the Account if the law is changed.

3.   Asset Charges

     Charges are made directly against the net assets of the Account and are
     reflected daily in the computation of the unit values of the Contracts.
     Under the Contracts, Equitable Life charges for mortality and expense risks
     at an annual rate of 1.10% of daily net assets for Equitable Accumulator
     Contracts (0.90% for Income Manager Accumulator Contracts). In addition,
     asset-based administrative charges are also charged to the account at an
     annual rate of 0.25% of daily net assets. The charges may be retained in
     the Account by Equitable Life and participate in the net investment results
     of the Trusts. The aggregate of these charges may not exceed a total
     effective annual rate of 1.35% for Equitable Accumulator (1.15% for Income
     Manager Accumulator). Trust shares are valued at their net asset value with
     investment advisory or management fees, the 12b-1 fee, and other expenses
     of the Trust, in effect, passed on to the Account and reflected in the
     accumulation unit values of the Contracts.

4.   Contributions, Transfers and Charges

     Net accumulation units issued and redeemed during the periods indicated
     were:

                                                 DECEMBER 31,     DECEMBER 31,
                                                     1998             1997
                                                --------------   --------------
     ALLIANCE MONEY MARKET FUND                              (IN THOUSANDS)  
     --------------------------                              --------------  
       Net Issued (Redeemed) Class A 115bp ..........      (89)         (374)
       Net Issued (Redeemed) Class B 0bp ............      853         1,178
       Net Issued (Redeemed) Class B 115bp ..........      399           794
       Net Issued (Redeemed) Class B 135bp ..........    1,566            --
                                                                   
ALLIANCE INTERMEDIATE  GOVERNMENT  SECURITIES FUND 
- -------------------------------------------------- 

       Net Issued (Redeemed) Class A 115bp ..........      111           161 
       Net Issued (Redeemed) Class B 115bp ..........      734           345 
       Net Issued (Redeemed) Class B 135bp ..........      928            --


                                     FS-16
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

4.   Contributions, Transfers and Charges (Continued)

     Net accumulation units issued and redeemed during the periods indicated
     were:

                                           DECEMBER 31,     DECEMBER 31,
                                              1998             1997
                                         --------------   --------------
     ALLIANCE HIGH YIELD FUND (a)                  (IN THOUSANDS)
     ----------------------------
                                         
       Net Issued (Redeemed) Class A 115bp.....    75          98
       Net Issued (Redeemed) Class B 115bp.....   946         505
       Net Issued (Redeemed) Class B 135bp.....   801          --
                                                      
     T. ROWE PRICE EQUITY INCOME FUND (a)                  
     ------------------------------------                  
                                                      
       Net Issued (Redeemed) Class B 115bp..... 1,537       1,565
       Net Issued (Redeemed) Class B 135bp..... 1,059          --
                                                      
     EQ/PUTNAM GROWTH & INCOME FUND (a)                    
     ----------------------------------                    
                                                      
       Net Issued (Redeemed) Class B 115bp..... 1,117       1,230
       Net Issued (Redeemed) Class B 135bp.....   867          --
                                                      
     ALLIANCE GROWTH & INCOME FUND                         
     -----------------------------                         
                                                      
       Net Issued (Redeemed) Class A 115bp.....    48       2,377
       Net Issued (Redeemed) Class B 115bp..... 2,016       1,829
       Net Issued (Redeemed) Class B 135bp..... 1,854          --
                                                      
     BT EQUITY 500 INDEX  (c)                              
     ------------------------                              
                                                      
       Net Issued (Redeemed) Class B 115bp..... 2,189          --
       Net Issued (Redeemed) Class B 135bp..... 2,246          --
                                                      
     ALLIANCE EQUITY INDEX FUND (a)                        
     ------------------------------                        
                                                      
       Net Issued (Redeemed) Class A 115bp.....    --          --
       Net Issued (Redeemed) Class B 115bp.....     9           5
       Net Issued (Redeemed) Class B 135bp.....     2          --
                                                      
     MERRILL LYNCH BASIC VALUE FUND (a)                    
     ----------------------------------                    
                                                      
       Net Issued (Redeemed) Class B 115bp..... 1,278         849
       Net Issued (Redeemed) Class B 135bp..... 1,010          --
                                                      
     ALLIANCE COMMON STOCK FUND                            
     --------------------------                            
                                                      
       Net Issued (Redeemed) Class A 115bp.....   (35)        620
       Net Issued (Redeemed) Class B 115bp.....   582         519
       Net Issued (Redeemed) Class B 135bp.....   550          --
                                                      
- ----------                                                         
(a)  Commenced operations on May 1, 1997.                      
(b)  Commenced operations on August 20, 1997.                  
(c)  Commenced operations on January 1, 1998.                  


                                     FS-17                   
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

4.   Contributions, Transfers and Charges (Continued)

     Net accumulation units issued and redeemed during the periods indicated
     were:

                                                DECEMBER 31,   DECEMBER 31,
                                                    1998           1997
                                               -------------  -------------
     MFS RESEARCH FUND (a)                              (IN THOUSANDS)
     ---------------------

       Net Issued (Redeemed) Class B 115bp ....    1,244            1,039
       Net Issued (Redeemed) Class B 135bp ....    1,479               --
                                                            
     ALLIANCE GLOBAL FUND                                        
     --------------------                                        

       Net Issued (Redeemed) Class A 115bp ....     (103)             444
       Net Issued (Redeemed) Class B 115bp ....      360              308
       Net Issued (Redeemed) Class B 135bp ....      354               --
                                                            
     ALLIANCE INTERNATIONAL FUND                                 
     ---------------------------                                 

       Net Issued (Redeemed) Class A 115bp ....     (150)             438
       Net Issued (Redeemed) Class B 115bp ....      153              285
       Net Issued (Redeemed) Class B 135bp ....      166               --
                                                            
     BT INTERNATIONAL EQUITY INDEX (c)                           
     ---------------------------------                           

       Net Issued (Redeemed) Class B 115bp ....      209               --
       Net Issued (Redeemed) Class B 135bp ....      242               --
                                                            
     T. ROWE PRICE INTERNATIONAL STOCK FUND (a)                  
     ------------------------------------------                  

       Net Issued (Redeemed) Class B 115bp ....      704            1,291
       Net Issued (Redeemed) Class B 113bp ....      705               --
                                                            
     MORGAN STANLEY EMERGING MARKETS FUND (b)                    
     ----------------------------------------                    

       Net Issued (Redeemed) Class B 115bp ....      285              282
       Net Issued (Redeemed) Class B 135bp ....      177               --
                                                            
     ALLIANCE AGGRESSIVE STOCK FUND                              
     ------------------------------                              

       Net Issued (Redeemed) Class A 115bp ....     (160)             641
       Net Issued (Redeemed) Class B 115bp ....      311              369
       Net Issued (Redeemed) Class B 135bp ....      293               --
                                                    

- ------------------
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on August 20, 1997.
(c)  Commenced operations on January 1, 1998.


                                     FS-18
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

4.   Contributions, Transfers and Charges (Concluded)

     Net accumulation units issued and redeemed during the periods indicated
     were:

                                                      DECEMBER 31,  DECEMBER 31,
                                                         1998          1997
                                                     -------------  ------------
     WARBURG PINCUS SMALL COMPANY  FUND (a)                (IN THOUSANDS)
     -------------------------------------
       Net Issued (Redeemed) Class B 115bp...........    888           2,096
       Net Issued (Redeemed) Class B 135bp...........    560              --
       Net Issued (Redeemed) Class B 135bp...........  1,448              --

     ALLIANCE SMALL CAP GROWTH FUND (a)
     --------------------------------------
       Net Issued (Redeemed) Class A 115bp...........    106             208
       Net Issued (Redeemed) Class B 115bp...........  1,222           1,084
       Net Issued (Redeemed) Class B 135bp...........    775              --

     MFS EMERGING GROWTH COMPANIES FUND (a)
     -------------------------------------
       Net Issued (Redeemed) Class B 115bp...........  1,637             982
       Net Issued (Redeemed) Class B 135bp...........  1,942              --
     
     BT SMALL COMPANY INDEX FUND (b)
     ------------------------------------
       Net Issued (Redeemed) Class B 115bp...........    243              --
       Net Issued (Redeemed) Class B 135bp...........    284              --

     ALLIANCE CONSERVATIVE INVESTORS FUND
     --------------------------------------
       Net Issued (Redeemed) Class A 115bp...........     52             356
       Net Issued (Redeemed) Class B 115bp...........    565             295
       Net Issued (Redeemed) Class B 135bp...........    659              --

     EQ/PUTNAM BALANCED FUND (a)
     --------------------------------
       Net Issued (Redeemed) Class B 115bp...........  1,094             531
       Net Issued (Redeemed) Class B 135bp...........  1,136              --

     ALLIANCE GROWTH INVESTORS FUND
     ---------------------------------
       Net Issued (Redeemed) Class A 115bp...........    (81)            682
       Net Issued (Redeemed) Class B 115bp...........    778             581
       Net Issued (Redeemed) Class B 135bp...........    694              --

     MERRILL LYNCH WORLD STRATEGY FUND (a)
     ----------------------------------------
       Net Issued (Redeemed) Class B 115bp...........    170             232
       Net Issued (Redeemed) Class B 135bp...........    140              --

- ------------------
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on January 1, 1998.
(c)  Units were made available for sale on May 1, 1998.


                                     FS-19
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

5.   Amounts retained by Equitable Life in Separate Account No. 45

     The amount retained by Equitable Life in the Account arises principally
     from (1) contributions from Equitable Life, (2) mortality and expense
     charges and asset-based administrative charges accumulated in the account,
     and (3) that portion, determined ratably, of the Account's investment
     results applicable to those assets in the Account in excess of the net
     assets for the Contracts. Amounts retained by Equitable Life are not
     subject to charges for mortality and expense risks and asset-based
     administrative expenses.

     Amounts retained by Equitable Life in the Account may be transferred at any
     time by Equitable Life to its General Account.

     The following table shows the contributions (withdrawals) in net amounts
     retained by Equitable Life by investment fund:

                                                    YEARS ENDED DECEMBER 31,
                                                  ------------------------------
          INVESTMENT FUND                               1998           1997
          ---------------                         ------------------------------


  Alliance Money Market Fund .....................   $  (908,916)   $(240,000)
  Alliance Intermediate Government Securities Fund      (293,270)     (60,000)
  Alliance High Yield Fund(1) ....................      (593,703)      10,000
  T. Rowe Price Equity Income Fund(1) ............      (397,541)          --
  EQ/Putnam Growth & Income Value Fund(1) ........      (300,588)          --
  Alliance Growth & Income Fund ..................    (1,926,708)    (250,000)
  BT Equity 500 Index Fund(3) ....................      (161,967)          --
  Alliance Equity Index Fund .....................        (2,128)       5,000
  Merrill Lynch Basic Value Equity Fund(1) .......      (268,189)          --
  Alliance Common Stock Fund .....................    (6,883,461)    (840,000)
  MFS Research Fund(1) ...........................      (329,924)          --
  Alliance Global Fund ...........................      (708,300)    (185,000)
  Alliance International Fund ....................      (298,470)    (120,000)
  BT International Equity Index Fund(3) ..........       (17,272)          --
  T. Rowe Price International Stock Fund(1) ......      (223,491)          --
  Morgan Stanley Emerging Markets Equity Fund(2) .       (17,574)          --
  Alliance Aggressive Stock Fund .................    (1,947,808)    (435,000)
  Warburg Pincus Small Company Value Fund(1) .....      (365,698)          --
  Alliance Small Cap Growth Fund(1) ..............      (232,599)      10,000
  BT Small Company Index Fund(3) .................       (15,197)          --
  MFS Emerging Growth Companies Fund(1) ..........      (389,504)          --
  Alliance Conservative Investors Fund ...........      (415,465)     (87,000)
  EQ/Putnam Balanced Fund(1) .....................      (196,023)          --
  Alliance Growth Investors Fund .................    (1,444,473)    (185,000)
  Merrill Lynch World Strategy Fund(1) ...........       (45,763)          --

- -------------------
(1)  Commenced operations on May 1, 1997.-
(2)  Commenced operations on August 20, 1997.
(3)  Commenced operations on January 1, 1998.


                                     FS-20
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------
<S>                                                               <C>                     <C>             <C> 
ALLIANCE MONEY MARKET FUND
- --------------------------
Class A 115bp Unit value, beginning of period..............         $25.85                $24.81          $23.83
Class A 115bp Unit value, end of period....................         $26.92                $25.85          $24.81
Class B 0bp Unit value, beginning of period (a)............         $31.27                $30.25              --
Class B 0bp Unit value, end of period (a) .................         $32.86                $31.27              --
Class B 115bp Unit value, beginning of period (b)..........         $25.85                $25.17              --
Class B 115bp Unit value, end of period (b)................         $26.85                $25.85              --
Class B 135bp Unit value, beginning of period (c)..........         $25.31                    --              --
Class B 135bp Unit value, end of period (c)................         $25.92                    --              --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................            839                   928           1,302
   Class B 0bp.............................................          2,031                 1,178              --
   Class B 115bp...........................................          1,193                   794              --
   Class B 135bp...........................................          1,566                    --              --

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND
- ------------------------------------------------
Class A 115bp Unit value, beginning of period..............         $14.60                $13.77          $13.42
Class A 115bp Unit value, end of period....................         $15.55                $14.60          $13.77
Class B 115bp Unit value, beginning of period (b)..........         $14.58                $13.88              --
Class B 115bp Unit value, end of period (b)................         $15.49                $14.58              --
Class B 135bp Unit value, beginning of period (c)..........         $14.59                    --              --
Class B 135bp Unit value, end of period (c)................         $15.25                    --              --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................            524                   413             252
   Class B 115bp...........................................          1,079                   345              --
   Class B 135bp...........................................            929                    --              --

ALLIANCE HIGH YIELD FUND
- ------------------------
Class A 115bp Unit value, beginning of period (a)..........         $30.73                $26.95              --
Class A 115bp Unit value, end of period (a)................         $28.81                $30.73              --
Class B 115bp Unit value, beginning of period (a)..........         $30.63                $26.91              --
Class B 115bp Unit value, end of period (a)................         $28.65                $30.63              --
Class B 135bp Unit value, beginning of period (c)..........         $31.54                    --              --
Class B 135bp Unit value, end of period (c)................         $27.96                    --              --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................            173                    98              --
   Class B 115bp...........................................          1,451                   505              --
   Class B 135bp...........................................            801                    --              --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Units were made available for sale on May 1, 1997.
(c)  Units were made available for sale on May 1, 1998.


                                     FS-21
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                            YEARS ENDED DECEMBER 31,
                                                                  ------------------------------------------
                                                                      1998            1997           1996
                                                                  -----------      -----------    ----------
<S>                                                                 <C>              <C>          C>       
T. ROWE PRICE EQUITY INCOME FUND (a)
- ------------------------------------
Class B 115bp Unit value, beginning of period..............         $12.12           $10.00           --
Class B 115bp Unit value, end of period....................         $13.07           $12.12           --
Class B 135bp Unit value, beginning of period (c)..........         $13.19               --           --
Class B 135bp Unit value, end of period (c)................         $13.02               --           --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          3,102            1,565           --
   Class B 135bp...........................................          1,059               --           --

EQ/PUTNAM GROWTH & INCOME VALUE FUND (a)
- ----------------------------------------
Class B 115bp Unit value, beginning of period..............         $11.53           $10.00           --
Class B 115bp Unit value, end of period....................         $12.86           $11.53           --
Class B 135bp Unit value, beginning of period (c) .........         $12.86               --           --
Class B 135bp Unit value, end of period (c) ...............         $12.82               --           --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          2,347            1,230           --
   Class B 135bp...........................................            867               --           --

ALLIANCE GROWTH & INCOME FUND
- -----------------------------
Class A 115bp Unit value, beginning of period..............         $17.83           $14.23       $11.99
Class A 115bp Unit value, end of period....................         $21.30           $17.83       $14.23
Class B 115bp Unit value, beginning of period (b)..........         $17.80           $14.67           --
Class B 115bp Unit value, end of period (b)................         $21.22           $17.80           --
Class B 135bp Unit value, beginning of period (c)..........         $19.99               --           --
Class B 135bp Unit value, end of period (c)................         $20.99               --           --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................          3,481            3,433        1,056
   Class B 115bp...........................................          3,845            1,829           --
   Class B 135bp...........................................          1,853               --           --

BT EQUITY 500 INDEX FUND (c)
- ----------------------------
Class B 115bp Unit value, beginning of period..............         $10.00               --           --
Class B 115bp Unit value, end of period....................         $12.37               --           --
Class B 135bp Unit value, beginning of period (c)..........         $11.28               --           --
Class B 135bp Unit value, end of period (c)................         $12.34               --           --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          2,189               --           --
   Class B 135bp...........................................          2,426               --           --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Units were made available for sale on May 1, 1997.
(c)  Units were made available for sale on May 1, 1998.


                                     FS-22
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>

                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------
<S>                                                                <C>                   <C>            <C>    
ALLIANCE EQUITY INDEX FUND (a)
- ------------------------------
Class A 115bp Unit value, beginning of period..............         $21.41                $17.62             --
Class A 115bp Unit value, end of period....................         $27.11                $21.41             --
Class B 115bp Unit value, beginning of period..............         $21.38                $17.62             --
Class B 115bp Unit value, end of period....................         $26.99                $21.38             --
Class B 135bp Unit value, beginning of period (d)..........         $24.44                    --             --
Class B 135bp Unit value, end of period (d)................         $26.73                    --             --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................             --                    --             --
   Class B 115bp...........................................             14                     5             --
   Class B 135bp...........................................              2                    --             --

MERRILL LYNCH BASIC VALUE EQUITY FUND (a)
- -----------------------------------------
Class B 115bp Unit value, beginning of period (b)..........         $11.61                $10.00             --
Class B 115bp Unit value, end of period (b)................         $12.81                $11.61             --
Class B 135bp Unit value, beginning of period (d)..........         $13.70                    --             --
Class B 135bp Unit value, end of period (d)................         $12.76                    --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          2,127                   849             --
   Class B 135bp...........................................          1,009                    --             --

ALLIANCE COMMON STOCK FUND
- --------------------------
Class A 115bp Unit value, beginning of period..............        $195.37               $152.96        $124.52
Class A 115bp Unit value, end of period....................        $249.88               $195.37        $152.96
Class B 115bp Unit value, beginning of period (b)..........        $194.74               $153.35             --
Class B 115bp Unit value, end of period (b)................        $248.45               $194.74             --
Class B 135bp Unit value, beginning of period (d)..........        $211.50                    --             --
Class B 135bp Unit value, end of period (d)................        $237.18                    --             --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................          1,079                 1,114            494
   Class B 115bp...........................................          1,101                   519             --
   Class B 135bp...........................................            550                    --             --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Units were made available for sale on May 1, 1997.
(c)  Commenced operations on January 1, 1998.
(d)  Units were made available for sale on May 1, 1998.


                                     FS-23
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------
<S>                                                                 <C>                  <C>            <C>   
MFS RESEARCH FUND (a)
- ---------------------
Class B 115bp Unit value, beginning of period..............         $11.52               $10.00             --
Class B 115bp Unit value, end of period....................         $14.13               $11.52             --
Class B 135bp Unit value, beginning of period (d)..........         $13.53                   --             --
Class B 135bp Unit value, end of period (d)................         $14.08                   --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          2,283                1,039             --
   Class B 135bp...........................................          1,479                   --             --

ALLIANCE GLOBAL FUND
- --------------------
Class A 115bp Unit value, beginning of period..............         $27.85               $25.25         $22.29
Class A 115bp Unit value, end of period....................         $33.53               $27.85         $25.25
Class B 115bp Unit value, beginning of period (c)..........         $27.76               $24.87             --
Class B 115bp Unit value, end of period (c)................         $33.34               $27.76             --
Class B 135bp Unit value, beginning of period (d)..........         $31.57                   --             --
Class B 135bp Unit value, end of period (d)................         $32.58                   --             --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................            971                1,074            609
   Class B 115bp...........................................            668                  308             --
   Class B 135bp...........................................            354                   --             --

ALLIANCE INTERNATIONAL FUND
- ---------------------------
Class A 115bp Unit value, beginning of period..............         $11.48               $11.98         $11.03
Class A 115bp Unit value, end of period....................         $12.54               $11.48         $11.98
Class B 115bp Unit value, beginning of period (c)..........         $11.46               $11.86             --
Class B 115bp Unit value, end of period (c)................         $12.49               $11.46             --
Class B 135bp Unit value, beginning of period (d)..........         $13.41                   --             --
Class B 135bp Unit value, end of period (d)................         $12.40                   --             --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................          1,001                1,151            717
   Class B 115bp...........................................            438                  285             --
   Class B 135bp...........................................            166                   --             --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on January 1, 1998.
(c)  Units were made available for sale on May 1, 1997.
(d)  Units were made available for sale on May 1, 1998.


                                     FS-24
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------

<S>                                                                 <C>                <C>            <C>   
BT INTERNATIONAL EQUITY INDEX FUND (c)
- --------------------------------------
Class B 115bp Unit value, beginning of period..............         $10.00                 --             --
Class B 115bp Unit value, end of period....................         $11.87                 --             --
Class B 135bp Unit value, beginning of period (e)..........         $11.50                 --             --
Class B 135bp Unit value, end of period (e)................         $11.85                 --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................            209                 --             --
   Class B 135bp...........................................            242                 --             --

T. ROWE PRICE INTERNATIONAL STOCK FUND (a)
- ------------------------------------------
Class B 115bp Unit value, beginning of period..............          $9.77             $10.00             --
Class B 115bp Unit value, end of period....................         $10.98              $9.77             --
Class B 135bp Unit value, beginning of period (e)..........         $11.13                 --             --
Class B 135bp Unit value, end of period (e)................         $10.95                 --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          1,995              1,291             --
   Class B 135bp...........................................            705                 --             --

MORGAN STANLEY EMERGING MARKETS EQUITY FUND (b)
- -----------------------------------------------
Class B 115bp Unit value, beginning of period..............          $7.95             $10.00             --
Class B 115bp Unit value, end of period....................          $5.73              $7.95             --
Class B 135bp Unit value, beginning of period(e)...........          $8.23                 --             --
Class B 135bp Unit value, end of period (e)................          $5.72                 --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................            567                282             --
   Class B 135bp...........................................            177                 --             --

ALLIANCE AGGRESSIVE STOCK FUND
- ------------------------------
Class A 115bp Unit value, beginning of period..............         $72.23             $65.94         $54.59
Class A 115bp Unit value, end of period....................         $71.60             $72.23         $65.94
Class B 115bp Unit value, beginning of period (d)..........         $72.00             $62.84             --
Class B 115bp Unit value, end of period (d)................         $71.21             $72.00             --
Class B 135bp Unit value, beginning of period (e)..........         $79.87                 --             --
Class B 135bp Unit value, end of period (e)................         $69.37                 --             --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................          1,101              1,261            620
   Class B 115bp...........................................            680                369             --
   Class B 135bp...........................................            293                 --             --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on August 20, 1997.
(c)  Commenced operations on January 1, 1998.
(d)  Units were made available for sale May 1, 1997.
(e)  Units were made available for sale on May 1, 1998.


                                     FS-25
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------
<S>                                                                 <C>                 <C>                <C> 
WARBURG PINCUS SMALL COMPANY VALUE FUND (a)
- -------------------------------------------
Class B 115bp Unit value, beginning of period..............         $11.82              $10.00             --
Class B 115bp Unit value, end of period....................         $10.52              $11.82             --
Class B 135bp Unit value, beginning of period (c)..........         $12.72                  --             --
Class B 135bp Unit value, end of period (c)................         $10.48                  --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          2,984               2,096             --
   Class B 135bp...........................................            560                  --             --

ALLIANCE SMALL CAP GROWTH FUND (a)
- ----------------------------------
Class A 115bp Unit value, beginning of period..............         $12.57              $10.00             --
Class A 115bp Unit value, end of period....................         $11.90              $12.57             --
Class B 115bp Unit value, beginning of period..............         $12.55              $10.00             --
Class B 115bp Unit value, end of period....................         $11.86              $12.55             --
Class B 135bp Unit value, beginning of period (c)..........         $14.29                  --             --
Class B 135bp Unit value, end of period (c)................         $11.82                  --             --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................            314                 208             --
   Class B 115bp...........................................          2,306               1,084             --
   Class B 135bp...........................................            775                  --             --

BT SMALL COMPANY INDEX FUND (b)
- -------------------------------
Class B 115bp Unit value, beginning of period..............         $10.00                  --             --
Class B 115bp Unit value, end of period....................          $9.66                  --             --
Class B 135bp Unit value, beginning of period (c)..........         $10.97                  --             --
Class B 135bp Unit value, end of period (c)................          $9.64                  --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................            244                  --             --
   Class B 135bp...........................................            284                  --             --

MFS EMERGING GROWTH FUND (a)
- ----------------------------
Class B 115bp Unit value, beginning of period..............         $12.15              $10.00             --
Class B 115bp Unit value, end of period....................         $16.16              $12.15             --
Class B 135bp Unit value, beginning of period (c)..........         $14.42                  --             --
Class B 135bp Unit value, end of period (c)................         $16.10                  --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          2,619                 982             --
   Class B 135bp...........................................          1,942                  --             --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on January 1, 1998.
(c)  Units were made available for sale on May 1, 1998.


                                     FS-26
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------

<S>                                                                  <C>                <C>              <C>   
ALLIANCE CONSERVATIVE INVESTORS FUND
- ------------------------------------
Class A 115bp Unit value, beginning of period..............          $19.26             $17.21           $16.55
Class A 115bp Unit value, end of period....................          $21.68             $19.26           $17.21
Class B 115bp Unit value, beginning of period (b)..........          $19.23             $17.33               --
Class B 115bp Unit value, end of period (b)................          $21.60             $19.23               --
Class B 135bp Unit value, beginning of period (c)..........          $20.06                 --               --
Class B 135bp Unit value, end of period (c)................          $21.20                 --               --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................             865                813              457
   Class B 115bp...........................................             860                295               --
   Class B 135bp...........................................             659                 --               --

EQ/PUTNAM BALANCED FUND (a)
- ---------------------------
Class B 115bp Unit value, beginning of period..............          $11.36             $10.00               --
Class B 115bp Unit value, end of period....................          $12.56             $11.36               --
Class B 135bp Unit value, beginning of period (c)..........          $12.29                 --               --
Class B 135bp Unit value, end of period (c)................          $12.51                 --               --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................           1,625                531               --
   Class B 135bp...........................................           1,136                 --               --

ALLIANCE GROWTH INVESTORS FUND
- ------------------------------
Class A 115bp Unit value, beginning of period..............          $30.31             $26.26           $23.59
Class A 115bp Unit value, end of period....................          $35.70             $30.31           $26.26
Class B 115bp Unit value, beginning of period (b)..........          $30.22             $26.23               --
Class B 115bp Unit value, end of period (b)................          $35.50             $30.22               --
Class B 135bp Unit value, beginning of period (c)..........          $32.93                 --               --
Class B 135bp Unit value, end of period (c)................          $34.84                 --               --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................           1,515              1,596              914
   Class B 115bp...........................................           1,359                581               --
   Class B 135bp...........................................             694                 --               --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Units were made available for sale on May 1, 1997.
(c)  Units were made available for sale on May 1, 1998.


                                     FS-27
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Concluded)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------

<S>                                                                 <C>                 <C>                <C>
MERRILL LYNCH WORLD STRATEGY FUND (a)
- -------------------------------------

Class B 115bp Unit value, beginning of period..............         $10.39              $10.00             --
Class B 115bp Unit value, end of period....................         $10.97              $10.39             --
Class B 135bp Unit value, beginning of period (b)..........         $11.31                  --             --
Class B 135bp Unit value, end of period (b)................         $10.94                  --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................            402                 232             --
   Class B 135bp...........................................            140                  --             --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Units were made available for sale on May 1, 1998.

                                     FS-28




<PAGE>







                        Report of Independent Accountants


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

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of earnings,  of shareholder's equity and comprehensive
income 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, 1998 and 1997, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period ended December 31, 1998, 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 method of accounting for long-lived assets in 1996.




/s/PricewaterhouseCoopers LLP
- -----------------------------
PricewaterhouseCoopers LLP
New York, New York
February 8, 1999
                                      F-1
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>

                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
<S>                                                                            <C>                  <C>          
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value.............................   $    18,993.7        $    19,630.9
    Held to maturity, at amortized cost.....................................           125.0                  -
  Mortgage loans on real estate.............................................         2,809.9              2,611.4
  Equity real estate........................................................         1,676.9              2,495.1
  Policy loans..............................................................         2,086.7              2,422.9
  Other equity investments..................................................           713.3                951.5
  Investment in and loans to affiliates.....................................           928.5                731.1
  Other invested assets.....................................................           808.2                612.2
                                                                              -----------------    -----------------
      Total investments.....................................................        28,142.2             29,455.1
Cash and cash equivalents...................................................         1,245.5                300.5
Deferred policy acquisition costs...........................................         3,563.8              3,236.6
Amounts due from discontinued operations....................................             2.7                572.8
Other assets................................................................         3,051.9              2,687.4
Closed Block assets.........................................................         8,632.4              8,566.6
Separate Accounts assets....................................................        43,302.3             36,538.7
                                                                              -----------------    -----------------

Total Assets................................................................   $    87,940.8        $    81,357.7
                                                                              =================    =================

LIABILITIES
Policyholders' account balances.............................................   $    20,889.7        $    21,579.5
Future policy benefits and other policyholders' liabilities.................         4,694.2              4,553.8
Short-term and long-term debt...............................................         1,181.7              1,716.7
Other liabilities...........................................................         3,474.3              3,267.2
Closed Block liabilities....................................................         9,077.0              9,073.7
Separate Accounts liabilities...............................................        43,211.3             36,306.3
                                                                              -----------------    -----------------
      Total liabilities.....................................................        82,528.2             76,497.2
                                                                              -----------------    -----------------

Commitments and contingencies (Notes 11, 13, 14, 15 and 16)

SHAREHOLDER'S EQUITY
Common stock, $1.25 par value 2.0 million shares authorized, issued
  and outstanding...........................................................             2.5                  2.5
Capital in excess of par value..............................................         3,110.2              3,105.8
Retained earnings...........................................................         1,944.1              1,235.9
Accumulated other comprehensive income......................................           355.8                516.3
                                                                              -----------------    -----------------
      Total shareholder's equity............................................         5,412.6              4,860.5
                                                                              -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................   $    87,940.8        $    81,357.7
                                                                              =================    =================
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      F-2
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>          
REVENUES
Universal life and investment-type product policy fee
  income......................................................   $    1,056.2       $       950.6      $       874.0
Premiums......................................................          588.1               601.5              597.6
Net investment income.........................................        2,228.1             2,282.8            2,203.6
Investment gains (losses), net................................          100.2               (45.2)              (9.8)
Commissions, fees and other income............................        1,503.0             1,227.2            1,081.8
Contribution from the Closed Block............................           87.1               102.5              125.0
                                                                -----------------  -----------------  -----------------

      Total revenues..........................................        5,562.7             5,119.4            4,872.2
                                                                -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances..........        1,153.0             1,266.2            1,270.2
Policyholders' benefits.......................................        1,024.7               978.6            1,317.7
Other operating costs and expenses............................        2,201.2             2,203.9            2,075.7
                                                                -----------------  -----------------  -----------------

      Total benefits and other deductions.....................        4,378.9             4,448.7            4,663.6
                                                                -----------------  -----------------  -----------------

Earnings from continuing operations before Federal
  income taxes, minority interest and cumulative
  effect of accounting change.................................        1,183.8               670.7              208.6
Federal income taxes..........................................          353.1                91.5                9.7
Minority interest in net income of consolidated subsidiaries..          125.2                54.8               81.7
                                                                -----------------  -----------------  -----------------
Earnings from continuing operations before cumulative
  effect of accounting change.................................          705.5               524.4              117.2
Discontinued operations, net of Federal income taxes..........            2.7               (87.2)             (83.8)
Cumulative effect of accounting change, net of Federal
  income taxes................................................            -                   -                (23.1)
                                                                -----------------  -----------------  -----------------

Net Earnings..................................................   $      708.2       $       437.2      $        10.3
                                                                =================  =================  =================
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                      F-3
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
    CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY AND COMPREHENSIVE INCOME
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>          
Common stock, at par value, beginning and end of year.........   $        2.5       $         2.5      $         2.5
                                                                -----------------  -----------------  -----------------

Capital in excess of par value, beginning of year.............        3,105.8             3,105.8            3,105.8
Additional capital in excess of par value.....................            4.4                 -                  -
                                                                -----------------  -----------------  -----------------
Capital in excess of par value, end of year...................        3,110.2             3,105.8            3,105.8

Retained earnings, beginning of year..........................        1,235.9               798.7              788.4
Net earnings..................................................          708.2               437.2               10.3
                                                                -----------------  -----------------  -----------------
Retained earnings, end of year................................        1,944.1             1,235.9              798.7
                                                                -----------------  -----------------  -----------------

Accumulated other comprehensive income,
  beginning of year...........................................          516.3               177.0              361.4
Other comprehensive income....................................         (160.5)              339.3             (184.4)
                                                                -----------------  -----------------  -----------------
Accumulated other comprehensive income, end of year...........          355.8               516.3              177.0
                                                                -----------------  -----------------  -----------------

Total Shareholder's Equity, End of Year.......................   $    5,412.6       $     4,860.5      $     4,084.0
                                                                =================  =================  =================

COMPREHENSIVE INCOME
Net earnings..................................................   $      708.2       $       437.2      $        10.3
                                                                -----------------  -----------------  -----------------
Change in unrealized gains (losses), net of reclassification
  adjustment..................................................         (149.5)              343.7             (206.6)
Minimum pension liability adjustment..........................          (11.0)               (4.4)              22.2
                                                                -----------------  -----------------  -----------------
Other comprehensive income....................................         (160.5)              339.3             (184.4)
                                                                -----------------  -----------------  -----------------
Comprehensive Income..........................................   $      547.7       $       776.5      $      (174.1)
                                                                =================  =================  =================
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      F-4
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>          
Net earnings..................................................   $      708.2       $       437.2      $        10.3
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
  Interest credited to policyholders' account balances........        1,153.0             1,266.2            1,270.2
  Universal life and investment-type product
    policy fee income.........................................       (1,056.2)             (950.6)            (874.0)
  Investment (gains) losses...................................         (100.2)               45.2                9.8
  Change in Federal income tax payable........................          123.1               (74.4)            (197.1)
  Other, net..................................................         (324.9)              169.4              330.2
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          503.0               893.0              549.4
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:
  Maturities and repayments...................................        2,289.0             2,702.9            2,275.1
  Sales.......................................................       16,972.1            10,385.9            8,964.3
  Purchases...................................................      (18,578.5)          (13,205.4)         (12,559.6)
  Decrease (increase) in short-term investments...............          102.4              (555.0)             450.3
  Decrease in loans to discontinued operations................          660.0               420.1            1,017.0
  Sale of subsidiaries........................................            -                 261.0                -
  Other, net..................................................         (341.8)             (612.6)            (281.0)
                                                                -----------------  -----------------  -----------------

Net cash provided (used) by investing activities..............        1,103.2              (603.1)            (133.9)
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities:
  Policyholders' account balances:
    Deposits..................................................        1,508.1             1,281.7            1,925.4
    Withdrawals...............................................       (1,724.6)           (1,886.8)          (2,385.2)
  Net (decrease) increase in short-term financings............         (243.5)              419.9                (.3)
  Repayments of long-term debt................................          (24.5)             (196.4)            (124.8)
  Payment of obligation to fund accumulated deficit of
    discontinued operations...................................          (87.2)              (83.9)               -
  Other, net..................................................          (89.5)              (62.7)             (66.5)
                                                                -----------------  -----------------  -----------------

Net cash used by financing activities.........................         (661.2)             (528.2)            (651.4)
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................          945.0              (238.3)            (235.9)
Cash and cash equivalents, beginning of year..................          300.5               538.8              774.7
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $    1,245.5       $       300.5      $       538.8
                                                                =================  =================  =================

Supplemental cash flow information
  Interest Paid...............................................   $      130.7       $       217.1      $       109.9
                                                                =================  =================  =================
  Income Taxes Paid (Refunded)................................   $      254.3       $       170.0      $       (10.0)
                                                                =================  =================  =================
</TABLE>

                See Notes to Consolidated Financial Statements.

                                      F-5
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 1)     ORGANIZATION

        The Equitable  Life Assurance  Society of the United States  ("Equitable
        Life")  is  a  wholly  owned  subsidiary  of  The  Equitable   Companies
        Incorporated  (the  "Holding   Company").   Equitable  Life's  insurance
        business is conducted principally by Equitable Life and its wholly owned
        life insurance  subsidiaries,  Equitable of Colorado ("EOC"), and, prior
        to  December  31,  1996,   Equitable  Variable  Life  Insurance  Company
        ("EVLICO").  Effective January 1, 1997, EVLICO was merged into Equitable
        Life,  which  continues  to conduct the  Company's  insurance  business.
        Equitable Life's  investment  management  business,  which comprises the
        Investment  Services  segment,  is  conducted  principally  by  Alliance
        Capital  Management  L.P.  ("Alliance"),  in which  Equitable Life has a
        57.7%  ownership  interest,  and  Donaldson,  Lufkin  &  Jenrette,  Inc.
        ("DLJ"),   an  investment  banking  and  brokerage  affiliate  in  which
        Equitable Life has a 32.5%  ownership  interest.  AXA ("AXA"),  a French
        holding  company for an  international  group of  insurance  and related
        financial   services   companies,   is  the  Holding  Company's  largest
        shareholder,  owning  approximately 58.5% at December 31, 1998 (53.4% if
        all securities convertible into, and options on, common stock were to be
        converted or exercised).

        The  Insurance  segment  offers a variety of  traditional,  variable and
        interest-sensitive  life insurance products,  disability income, annuity
        products,  mutual fund and other investment  products to individuals and
        small  groups.  It  also  administers  traditional  participating  group
        annuity  contracts  with  conversion  features,  generally for corporate
        qualified  pension  plans,  and  association  plans which  provide  full
        service retirement programs for individuals affiliated with professional
        and trade  associations.  This segment  includes  Separate  Accounts for
        individual insurance and annuity products.

        The Investment  Services segment includes  Alliance,  the results of DLJ
        which are accounted for on an equity basis,  and, through June 10, 1997,
        Equitable Real Estate  Investment  Management,  Inc.  ("EREIM"),  a real
        estate  investment   management  subsidiary  which  was  sold.  Alliance
        provides diversified investment fund management services to a variety of
        institutional clients,  including pension funds, endowments, and foreign
        financial institutions, as well as to individual investors,  principally
        through  a  broad  line  of  mutual   funds.   This   segment   includes
        institutional Separate Accounts which provide various investment options
        for large group pension clients, primarily deferred benefit contribution
        plans, through pooled or single group accounts. DLJ's businesses include
        securities underwriting,  sales and trading, merchant banking, financial
        advisory services,  investment research, venture capital,  correspondent
        brokerage  services,  online  interactive  brokerage  services and asset
        management.  DLJ  serves  institutional,   corporate,  governmental  and
        individual clients both domestically and internationally. EREIM provided
        real  estate  investment   management   services,   property  management
        services, mortgage servicing and loan asset management, and agricultural
        investment management.

 2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Basis of Presentation and Principles of Consolidation

        The  accompanying  consolidated  financial  statements  are  prepared in
        conformity with generally accepted accounting  principles ("GAAP") which
        require  management to make  estimates and  assumptions  that affect the
        reported  amounts of assets and liabilities and disclosure of contingent
        assets and  liabilities at the date of the financial  statements and the
        reported  amounts of revenues and expenses during the reporting  period.
        Actual results could differ from those estimates.

        The accompanying  consolidated financial statements include the accounts
        of  Equitable  Life  and its  wholly  owned  life  insurance  subsidiary
        (collectively,   the  "Insurance  Group");  non-insurance  subsidiaries,
        principally  Alliance and EREIM (see Note 5); and those partnerships and
        joint ventures in which Equitable Life or its  subsidiaries  has control

                                      F-6
<PAGE>

        and  a  majority   economic   interest   (collectively,   including  its
        consolidated  subsidiaries,  the "Company"). The Company's investment in
        DLJ is reported on the equity basis of accounting.  Closed Block assets,
        liabilities and results of operations are presented in the  consolidated
        financial   statements  as  single  line  items  (see  Note  7).  Unless
        specifically  stated,  all other footnote  disclosures  contained herein
        exclude the Closed Block related amounts.

        All significant intercompany transactions and balances except those with
        the  Closed  Block and  discontinued  operations  (see Note 8) have been
        eliminated in  consolidation.  The years "1998," "1997" and "1996" refer
        to the years  ended  December  31,  1998,  1997 and 1996,  respectively.
        Certain  reclassifications  have been made in the amounts  presented for
        prior periods to conform these periods with the 1998 presentation.

        Closed Block

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

        Assets  allocated to the Closed Block inure solely to the benefit of the
        Closed  Block  policyholders  and will not revert to the  benefit of the
        Holding  Company.  No  reallocation,  transfer,  borrowing or lending of
        assets  can be made  between  the  Closed  Block and other  portions  of
        Equitable  Life's General Account,  any of its Separate  Accounts or any
        affiliate  of  Equitable  Life  without  the  approval  of the New  York
        Superintendent of Insurance (the "Superintendent").  Closed Block assets
        and  liabilities  are  carried on the same  basis as similar  assets and
        liabilities  held in the  General  Account.  The excess of Closed  Block
        liabilities  over Closed Block  assets  represents  the expected  future
        post-tax contribution from the Closed Block which would be recognized in
        income over the period the  policies  and  contracts in the Closed Block
        remain in force.

        Discontinued Operations

        Discontinued  operations  include  the Group  Non-Participating  Wind-Up
        Annuities  ("Wind-Up  Annuities") and the Guaranteed  Interest  Contract
        ("GIC") lines of business.  An allowance was established for the premium
        deficiency  reserve for Wind-Up Annuities and estimated future losses of
        the  GIC  line of  business.  Management  reviews  the  adequacy  of the
        allowance  each quarter and believes the  allowance for future losses at
        December 31, 1998 is adequate to provide for all future losses; however,
        the quarterly  allowance review continues to involve numerous  estimates
        and  subjective   judgments   regarding  the  expected   performance  of
        Discontinued Operations Investment Assets. There can be no assurance the
        losses provided for will not differ from the losses ultimately realized.
        To the extent actual results or future  projections of the  discontinued
        operations   differ  from   management's   current  best  estimates  and
        assumptions  underlying the allowance for future losses,  the difference
        would  be  reflected  in the  consolidated  statements  of  earnings  in
        discontinued  operations.  In particular,  to the extent  income,  sales
        proceeds  and  holding  periods  for  equity  real  estate  differ  from
        management's previous assumptions, periodic adjustments to the allowance
        are likely to result (see Note 8).

        Accounting Changes

        In June 1997, the Financial  Accounting  Standards Board ("FASB") issued
        Statement  of   Financial   Accounting   Standards   ("SFAS")  No.  131,
        "Disclosures  about Segments of an Enterprise and Related  Information".
        SFAS No.  131  establishes  standards  for  public  companies  to report
        information  about  operating  segments in annual and interim  financial
        statements issued to shareholders.  It also specifies related disclosure
        requirements  for  products  and  services,  geographic  areas and major
        customers.  Generally,  financial information must be reported using the
        basis  management  uses  to make  operating  decisions  and to  evaluate
        business  performance.  The Company  implemented  SFAS No. 131 effective
        December 31, 1998 and  continues to identify two  operating  segments to
        reflect its major businesses:  Insurance and Investment Services.  While
        the  segment  descriptions  are the same as those  previously  reported,
        certain  amounts  have  been  reattributed  between  the two  reportable
        segments.   Prior  period  comparative   segment  information  has  been
        restated.

                                      F-7
<PAGE>

        In March 1998, the American  Institute of Certified  Public  Accountants
        ("AICPA") issued Statement of Position ("SOP") 98-1, "Accounting for the
        Costs of Computer  Software  Developed or Obtained  for  Internal  Use,"
        which  requires  capitalization  of external and certain  internal costs
        incurred to obtain or develop internal-use  computer software during the
        application development stage. The Company applied the provisions of SOP
        98-1  prospectively  effective January 1, 1998. The adoption of SOP 98-1
        did not have a material impact on the Company's  consolidated  financial
        statements.   Capitalized   internal-use  software  is  amortized  on  a
        straight-line basis over the estimated useful life of the software.

        The Company implemented SFAS No. 121,  "Accounting for the Impairment of
        Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of," as of
        January 1, 1996.  SFAS No. 121  requires  long-lived  assets and certain
        identifiable  intangibles be reviewed for impairment  whenever events or
        changes in circumstances  indicate the carrying value of such assets may
        not be  recoverable.  Effective with SFAS No. 121's  adoption,  impaired
        real estate is written down to fair value with the impairment loss being
        included in investment gains (losses), net. Before implementing SFAS No.
        121,  valuation  allowances  on real estate held for the  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties  discounted at a rate equal to the  Company's  cost of funds.
        Adoption  of  the  statement   resulted  in  the  release  of  valuation
        allowances of $152.4  million and  recognition  of impairment  losses of
        $144.0 million on real estate held for production of income. Real estate
        which management intends to sell or abandon is classified as real estate
        held  for  sale.  Valuation  allowances  on real  estate  held  for sale
        continue to be computed using the lower of depreciated cost or estimated
        fair value, net of disposition costs. Initial adoption of the impairment
        requirements  of SFAS No. 121 to other assets to be disposed of resulted
        in a charge for the cumulative  effect of an accounting  change of $23.1
        million,  net of a Federal income tax benefit of $12.4  million,  due to
        the  writedown  to fair  value  of  building  improvements  relating  to
        facilities vacated in 1996.

        New Accounting Pronouncements

        In  October  1998,  the  FASB  issued  SFAS  No.  134,  "Accounting  for
        Mortgage-Backed Securities Retained after the Securitization of Mortgage
        Loans  Held for Sale by a Mortgage  Banking  Enterprise,"  which  amends
        existing  accounting and reporting  standards for certain  activities of
        mortgage  banking   enterprises  and  other   enterprises  that  conduct
        operations that are substantially similar to the primary operations of a
        mortgage banking  enterprise.  This statement is effective for the first
        fiscal quarter  beginning after December 15, 1998. This statement is not
        expected  to  have  a  material  impact  on the  Company's  consolidated
        financial statements.

        In June 1998, the FASB issued SFAS No. 133,  "Accounting  for Derivative
        Instruments and Hedging  Activities,"  which establishes  accounting and
        reporting  standards  for  derivative  instruments,   including  certain
        derivatives embedded in other contracts, and for hedging activities.  It
        requires all  derivatives  to be recognized on the balance sheet at fair
        value.  The  accounting  for  changes in the fair value of a  derivative
        depends on its intended use.  Derivatives not used in hedging activities
        must be adjusted  to fair value  through  earnings.  Changes in the fair
        value of derivatives used in hedging  activities will,  depending on the
        nature of the hedge,  either be offset in earnings against the change in
        fair value of the hedged item  attributable  to the risk being hedged or
        recognized in other  comprehensive  income until the hedged item affects
        earnings.  For all  hedging  activities,  the  ineffective  portion of a
        derivative's  change in fair value  will be  immediately  recognized  in
        earnings.

        SFAS No. 133 requires  adoption in fiscal years beginning after June 15,
        1999 and  permits  early  adoption  as of the  beginning  of any  fiscal
        quarter following issuance of the statement.  Retroactive application to
        financial statements of prior periods is prohibited. The Company expects
        to adopt SFAS No. 133 effective January 1, 2000.  Adjustments  resulting
        from  initial  adoption  of the new  requirements  will be reported in a
        manner  similar  to the  cumulative  effect  of a change  in  accounting
        principle  and will be  reflected  in net  income or  accumulated  other
        comprehensive income based upon existing hedging relationships,  if any.
        Management  currently  is  assessing  the impact of  adoption.  However,
        Alliance's  adoption is not expected to have a significant impact on the
        Company's  consolidated  balance  sheet or statement of earnings.  Also,
        since  most  of  DLJ's  derivatives  are  carried  at fair  values,  the
        Company's  consolidated earnings and financial position are not expected
        to be significantly affected by DLJ's adoption of the new requirements.

                                      F-8
<PAGE>

        In late 1998, the AICPA issued SOP 98-7, "Deposit Accounting: Accounting
        for Insurance and Reinsurance  Contracts that Do Not Transfer  Insurance
        Risk".  This SOP,  effective for fiscal years  beginning  after June 15,
        1999,  provides guidance to both the insured and insurer on how to apply
        the deposit  method of accounting  when it is required for insurance and
        reinsurance  contracts that do not transfer insurance risk. The SOP does
        not address or change the  requirements  as to when  deposit  accounting
        should be applied.  SOP 98-7 applies to all  entities and all  insurance
        and reinsurance contracts that do not transfer insurance risk except for
        long-duration  life  and  health  insurance  contracts.  This SOP is not
        expected  to  have  a  material  impact  on the  Company's  consolidated
        financial statements.

        In December  1997,  the AICPA issued SOP 97-3,  "Accounting by Insurance
        and  Other  Enterprises  for  Insurance-Related  Assessments".  SOP 97-3
        provides  guidance for assessments  related to insurance  activities and
        requirements  for  disclosure  of  certain  information.   SOP  97-3  is
        effective for financial  statements  issued for periods  beginning after
        December 31, 1998. Restatement of previously issued financial statements
        is not required.  SOP 97-3 is not expected to have a material  impact on
        the Company's consolidated financial statements.

        Valuation of Investments

        Fixed  maturities  identified  as  available  for sale are  reported  at
        estimated fair value.  Fixed maturities,  which the Company has both the
        ability and the intent to hold to maturity,  are stated  principally  at
        amortized  cost. The amortized cost of fixed  maturities is adjusted for
        impairments in value deemed to be other than temporary.

        Valuation  allowances are netted  against the asset  categories to which
        they apply.

        Mortgage loans on real estate are stated at unpaid  principal  balances,
        net  of  unamortized  discounts  and  valuation  allowances.   Valuation
        allowances are based on the present value of expected  future cash flows
        discounted  at  the  loan's  original  effective  interest  rate  or the
        collateral  value  if the  loan is  collateral  dependent.  However,  if
        foreclosure  is or becomes  probable,  the  measurement  method  used is
        collateral value.

        Real estate,  including real estate acquired in satisfaction of debt, is
        stated at  depreciated  cost less valuation  allowances.  At the date of
        foreclosure (including in-substance  foreclosure),  real estate acquired
        in satisfaction of debt is valued at estimated fair value. Impaired real
        estate is  written  down to fair value  with the  impairment  loss being
        included in investment gains (losses), net. Valuation allowances on real
        estate held for sale are computed using the lower of depreciated cost or
        current estimated fair value, net of disposition costs.  Depreciation is
        discontinued on real estate held for sale. Prior to the adoption of SFAS
        No. 121,  valuation  allowances  on real estate held for  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties discounted at a rate equal to the Company's cost of funds.

        Policy loans are stated at unpaid principal balances.

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

        Common  stocks are carried at  estimated  fair value and are included in
        other equity investments.

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

                                      F-9
<PAGE>

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

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

        Net Investment Income,  Investment Gains, Net and Unrealized  Investment
        Gains (Losses)

        Net   investment   income  and  realized   investment   gains   (losses)
        (collectively,  "investment  results") related to certain  participating
        group annuity contracts which are passed through to the  contractholders
        are reflected as interest credited to policyholders' account balances.

        Realized   investment   gains   (losses)  are   determined  by  specific
        identification  and are presented as a component of revenue.  Changes in
        valuation allowances are included in investment gains (losses).

        Unrealized  investment  gains and losses on equity  securities and fixed
        maturities available for sale held by the Company are accounted for as a
        separate component of accumulated  comprehensive  income, net of related
        deferred  Federal income taxes,  amounts  attributable  to  discontinued
        operations,  participating  group annuity  contracts and deferred policy
        acquisition costs ("DAC") related to universal life and  investment-type
        products and participating traditional life contracts.

        Recognition of Insurance Income and Related Expenses

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

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

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

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

        Deferred Policy Acquisition Costs

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

        For  universal  life  products  and  investment-type  products,  DAC  is
        amortized  over the expected  total life of the contract  group (periods
        ranging  from  25 to 35  years  and 5 to 17  years,  respectively)  as a
        constant  percentage of estimated gross profits arising principally from
        investment results,  mortality and expense margins and surrender charges
        based on historical and anticipated  future  experience,  updated at the
        end of each accounting  period. The effect on the amortization of DAC of
        revisions  to  estimated  gross  profits is reflected in earnings in the
        period such estimated  gross profits are revised.  The effect on the DAC
        asset that would result from realization of unrealized gains (losses) is
        recognized with an offset to accumulated other  comprehensive  income in
        consolidated shareholder's equity as of the balance sheet date.

                                      F-10
<PAGE>

        For participating  traditional life policies (substantially all of which
        are in the Closed Block),  DAC is amortized over the expected total life
        of the contract group (40 years) as a constant  percentage  based on the
        present  value of the  estimated  gross  margin  amounts  expected to be
        realized  over the life of the contracts  using the expected  investment
        yield. At December 31, 1998, the expected  investment  yield,  excluding
        policy loans, generally ranged from 7.29% grading to 6.5% over a 20 year
        period.   Estimated  gross  margin  includes  anticipated  premiums  and
        investment results less claims and administrative  expenses,  changes in
        the  net  level  premium  reserve  and  expected   annual   policyholder
        dividends.  The  effect  on the  amortization  of DAC  of  revisions  to
        estimated  gross  margins is  reflected  in  earnings in the period such
        estimated  gross  margins are revised.  The effect on the DAC asset that
        would result from realization of unrealized gains (losses) is recognized
        with an  offset to  accumulated  comprehensive  income  in  consolidated
        shareholder's equity as of the balance sheet date.

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

        For  individual  health  benefit  insurance,  DAC is amortized  over the
        expected  average  life of the  contracts  (10 years  for major  medical
        policies  and  20  years  for  disability  income  ("DI")  products)  in
        proportion to anticipated premium revenue at time of issue.

        Policyholders' Account Balances and Future Policy Benefits

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

        For  participating  traditional  life  policies,  future policy  benefit
        liabilities are calculated using a net level premium method on the basis
        of actuarial assumptions equal to guaranteed mortality and dividend fund
        interest  rates.  The  liability  for annual  dividends  represents  the
        accrual of annual dividends  earned.  Terminal  dividends are accrued in
        proportion to gross margins over the life of the contract.

        For non-participating traditional life insurance policies, future policy
        benefit  liabilities  are estimated  using a net level premium method on
        the basis of actuarial  assumptions  as to  mortality,  persistency  and
        interest established at policy issue.  Assumptions established at policy
        issue as to mortality and persistency are based on the Insurance Group's
        experience  which,  together  with  interest  and  expense  assumptions,
        includes a margin for adverse deviation. When the liabilities for future
        policy benefits plus the present value of expected future gross premiums
        for a product are  insufficient  to provide for expected  future  policy
        benefits  and  expenses  for  that  product,  DAC  is  written  off  and
        thereafter,  if required, a premium deficiency reserve is established by
        a charge to earnings.  Benefit  liabilities  for  traditional  annuities
        during the accumulation period are equal to accumulated contractholders'
        fund balances and after  annuitization are equal to the present value of
        expected  future  payments.  Interest  rates used in  establishing  such
        liabilities range from 2.25% to 11.5% for life insurance liabilities and
        from 2.25% to 13.5% for annuity liabilities.

        During  the  fourth  quarter  of  1996  a  loss  recognition   study  of
        participating group annuity contracts and conversion annuities ("Pension
        Par") was completed  which  included  management's  revised  estimate of
        assumptions,  such as expected mortality and future investment  returns.
        The  study's  results   prompted   management  to  establish  a  premium
        deficiency reserve which decreased  earnings from continuing  operations
        and net earnings by $47.5 million ($73.0 million pre-tax).

        Individual  health  benefit  liabilities  for active lives are estimated
        using  the  net  level  premium  method  and  assumptions  as to  future
        morbidity,  withdrawals and interest.  Benefit  liabilities for disabled
        lives are  estimated  using the  present  value of  benefits  method and
        experience assumptions as to claim terminations, expenses and interest.

                                      F-11
<PAGE>

        During  the  fourth  quarter  of  1996,  the  Company  completed  a loss
        recognition  study of the DI business  which  incorporated  management's
        revised  estimates  of  future  experience  with  regard  to  morbidity,
        investment  returns,   claims  and  administration  expenses  and  other
        factors.  The study  indicated DAC was not  recoverable and the reserves
        were  not  sufficient.  Earnings  from  continuing  operations  and  net
        earnings  decreased  by $208.0  million  ($320.0  million  pre-tax) as a
        result of  strengthening  DI reserves by $175.0  million and writing off
        unamortized DAC of $145.0 million related to DI products issued prior to
        July 1993. The determination of DI reserves requires making  assumptions
        and estimates relating to a variety of factors,  including morbidity and
        interest  rates,  claims  experience and lapse rates based on then known
        facts and circumstances. Such factors as claim incidence and termination
        rates can be affected by changes in the economic,  legal and  regulatory
        environments and work ethic.  While management  believes its Pension Par
        and DI  reserves  have been  calculated  on a  reasonable  basis and are
        adequate,  there can be no  assurance  reserves  will be  sufficient  to
        provide for future liabilities.

        Claim  reserves and associated  liabilities  for individual DI and major
        medical  policies were $938.6 million and $886.7 million at December 31,
        1998 and  1997,  respectively.  Incurred  benefits  (benefits  paid plus
        changes in claim reserves) and benefits paid for individual DI and major
        medical  policies   (excluding   reserve   strengthening  in  1996)  are
        summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Incurred benefits related to current year..........  $       202.1       $      190.2       $      189.0
        Incurred benefits related to prior years...........           22.2                2.1               69.1
                                                            -----------------   ----------------   -----------------
        Total Incurred Benefits............................  $       224.3       $      192.3       $      258.1
                                                            =================   ================   =================

        Benefits paid related to current year..............  $        17.0       $       28.8       $       32.6
        Benefits paid related to prior years...............          155.4              146.2              153.3
                                                            -----------------   ----------------   -----------------
        Total Benefits Paid................................  $       172.4       $      175.0       $      185.9
                                                            =================   ================   =================
</TABLE>

        Policyholders' Dividends

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

        At December 31, 1998,  participating  policies,  including  those in the
        Closed Block, represent  approximately 19.9% ($49.3 billion) of directly
        written life insurance in force, net of amounts ceded.

        Federal Income Taxes

        The  Company  files a  consolidated  Federal  income tax return with the
        Holding  Company  and its  consolidated  subsidiaries.  Current  Federal
        income  taxes are charged or credited to  operations  based upon amounts
        estimated to be payable or recoverable as a result of taxable operations
        for the current year.  Deferred  income tax assets and  liabilities  are
        recognized based on the difference between financial  statement carrying
        amounts  and income tax bases of assets and  liabilities  using  enacted
        income tax rates and laws.

        Separate Accounts

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

                                      F-12
<PAGE>

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

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1998, 1997 and 1996,  investment  results of
        such  Separate  Accounts  were $4,591.0  million,  $3,411.1  million and
        $2,970.6 million, respectively.

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

        Employee Stock Option Plan

        The Company  accounts for stock  option  plans  sponsored by the Holding
        Company,   DLJ  and  Alliance  in  accordance  with  the  provisions  of
        Accounting  Principles  Board Opinion  ("APB") No. 25,  "Accounting  for
        Stock Issued to Employees," and related  interpretations.  In accordance
        with the  Statement,  compensation  expense is  recorded  on the date of
        grant only if the current market price of the  underlying  stock exceeds
        the  option  price.  See Note 22 for the pro forma  disclosures  for the
        Holding Company,  DLJ and Alliance required by SFAS No. 123, "Accounting
        for Stock-Based Compensation".

                                      F-13
<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, 1998
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    14,520.8      $       793.6       $      379.6       $    14,934.8
            Mortgage-backed....................        1,807.9               23.3                 .9             1,830.3
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,464.1              107.6                 .7             1,571.0
            States and political subdivisions..           55.0                9.9                -                  64.9
            Foreign governments................          363.3               20.9               30.0               354.2
            Redeemable preferred stock.........          242.7                7.0               11.2               238.5
                                                -----------------  -----------------   ----------------   -----------------
        Total Available for Sale...............  $    18,453.8      $       962.3       $      422.4       $    18,993.7
                                                =================  =================   ================   =================

          Held to Maturity:  Corporate.........  $       125.0      $         -         $        -         $       125.0
                                                =================  =================   ================   =================

        Equity Securities:
          Common stock.........................  $        58.3      $       114.9       $       22.5       $       150.7
                                                =================  =================   ================   =================

        December 31, 1997
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    14,850.5      $       785.0       $       74.5       $    15,561.0
            Mortgage-backed....................        1,702.8               23.5                1.3             1,725.0
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,583.2               83.9                 .6             1,666.5
            States and political subdivisions..           52.8                6.8                 .1                59.5
            Foreign governments................          442.4               44.8                2.0               485.2
            Redeemable preferred stock.........          128.0                6.7                1.0               133.7
                                                -----------------  -----------------   ----------------   -----------------
        Total Available for Sale...............  $    18,759.7      $       950.7       $       79.5       $    19,630.9
                                                =================  =================   ================   =================

        Equity Securities:
          Common stock.........................  $       408.4      $        48.7       $       15.0       $       442.1
                                                =================  =================   ================   =================
</TABLE>

        For publicly traded fixed  maturities and equity  securities,  estimated
        fair  value  is  determined  using  quoted  market  prices.   For  fixed
        maturities  without a readily  ascertainable  market value,  the Company
        determines  an  estimated  fair  value  using  a  discounted  cash  flow
        approach,  including  provisions for credit risk, generally based on the
        assumption  such  securities  will be held to maturity.  Estimated  fair
        values for equity  securities,  substantially all of which do not have a
        readily ascertainable market value, have been determined by the Company.
        Such estimated fair values do not  necessarily  represent the values for
        which  these  securities  could  have  been  sold  at the  dates  of the
        consolidated  balance sheets. At December 31, 1998 and 1997,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,539.9 million and $3,759.2 million,  respectively, had estimated fair
        values of $3,748.5 million and $3,903.9 million, respectively.

                                      F-14
<PAGE>

        The contractual maturity of bonds at December 31, 1998 is shown below:
<TABLE>
<CAPTION>

                                                                                        Available for Sale
                                                                                ------------------------------------
                                                                                   Amortized          Estimated
                                                                                     Cost             Fair Value
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                <C>         
        Due in one year or less................................................  $      324.8       $      323.4
        Due in years two through five..........................................       3,778.2            3,787.9
        Due in years six through ten...........................................       6,543.4            6,594.1
        Due after ten years....................................................       5,756.8            6,219.5
        Mortgage-backed securities.............................................       1,807.9            1,830.3
                                                                                ----------------   -----------------
        Total..................................................................  $   18,211.1       $   18,755.2
                                                                                ================   =================
</TABLE>

        Corporate  bonds held to maturity  with an amortized  cost and estimated
        fair value of $125.0 million are due in one year or less.

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

        The  Insurance  Group's fixed  maturity  investment  portfolio  includes
        corporate high yield  securities  consisting of public high yield bonds,
        redeemable  preferred  stocks and directly  negotiated debt in leveraged
        buyout  transactions.  The Insurance  Group seeks to minimize the higher
        than normal credit risks  associated  with such securities by monitoring
        concentrations  in any single  issuer or a  particular  industry  group.
        Certain of these corporate high yield securities are classified as other
        than  investment  grade by the various rating  agencies,  i.e., a rating
        below Baa or National  Association of Insurance  Commissioners  ("NAIC")
        designation of 3 (medium grade),  4 or 5 (below  investment  grade) or 6
        (in or near default).  At December 31, 1998,  approximately 15.1% of the
        $18,336.1 million aggregate  amortized cost of bonds held by the Company
        was considered to be other than investment grade.

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

        Fixed maturity  investments with  restructured or modified terms are not
        material.

        Investment valuation allowances and changes thereto are shown below:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>         
        Balances, beginning of year........................  $       384.5       $      137.1       $      325.3
        SFAS No. 121 release...............................            -                  -               (152.4)
        Additions charged to income........................           86.2              334.6              125.0
        Deductions for writedowns and
          asset dispositions...............................         (240.1)             (87.2)            (160.8)
                                                            -----------------   ----------------   -----------------
        Balances, End of Year..............................  $       230.6       $      384.5       $      137.1
                                                            =================   ================   =================

        Balances, end of year comprise:
          Mortgage loans on real estate....................  $        34.3       $       55.8       $       50.4
          Equity real estate...............................          196.3              328.7               86.7
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       230.6       $      384.5       $      137.1
                                                            =================   ================   =================
</TABLE>

                                      F-15
<PAGE>

        At December 31, 1998, the carrying value of fixed  maturities  which are
        non-income  producing for the twelve months  preceding the  consolidated
        balance sheet date was $60.8 million.

        At  December  31,  1998 and 1997,  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 $7.0  million  (0.2% of total
        mortgage loans on real estate) and $23.4 million (0.9% 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  $115.1
        million and $183.4 million at December 31, 1998 and 1997,  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 $10.3  million,  $17.2  million and $35.5  million in
        1998, 1997 and 1996, respectively.  Gross interest income on these loans
        included in net investment income aggregated $8.3 million, $12.7 million
        and $28.2 million in 1998, 1997 and 1996, respectively.

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
        related provision for losses were as follows:
<TABLE>
<CAPTION>

                                                                                         December 31,
                                                                            ----------------------------------------
                                                                                   1998                 1997
                                                                            -------------------  -------------------
                                                                                         (In Millions)
        <S>                                                                 <C>                  <C>           
        Impaired mortgage loans with provision for losses..................  $        125.4       $        196.7
        Impaired mortgage loans without provision for losses...............             8.6                  3.6
                                                                            -------------------  -------------------
        Recorded investment in impaired mortgage loans.....................           134.0                200.3
        Provision for losses...............................................           (29.0)               (51.8)
                                                                            -------------------  -------------------
        Net Impaired Mortgage Loans........................................  $        105.0       $        148.5
                                                                            ===================  ===================
</TABLE>

        Impaired mortgage loans without provision for losses are loans where the
        fair value of the  collateral  or the net present  value of the expected
        future cash flows  related to the loan  equals or exceeds  the  recorded
        investment.  Interest income earned on loans where the collateral  value
        is used to measure  impairment  is recorded  on a cash  basis.  Interest
        income  on loans  where the  present  value  method  is used to  measure
        impairment  is accrued on the net  carrying  value amount of the loan at
        the  interest  rate used to  discount  the cash  flows.  Changes  in the
        present  value  attributable  to  changes  in the  amount  or  timing of
        expected cash flows are reported as investment gains or losses.

        During 1998, 1997 and 1996, respectively, the Company's average recorded
        investment in impaired mortgage loans was $161.3 million, $246.9 million
        and  $552.1  million.  Interest  income  recognized  on  these  impaired
        mortgage  loans totaled $12.3  million,  $15.2 million and $38.8 million
        ($.9 million, $2.3 million and $17.9 million recognized on a cash basis)
        for 1998, 1997 and 1996, respectively.

        The Insurance Group's investment in equity real estate is through direct
        ownership  and through  investments  in real estate joint  ventures.  At
        December  31, 1998 and 1997,  the  carrying  value of equity real estate
        held  for  sale  amounted  to  $836.2  million  and  $1,023.5   million,
        respectively. For 1998, 1997 and 1996, respectively, real estate of $7.1
        million,  $152.0 million and $58.7 million was acquired in  satisfaction
        of debt. At December 31, 1998 and 1997, the Company owned $552.3 million
        and  $693.3   million,   respectively,   of  real  estate   acquired  in
        satisfaction of debt.

        Depreciation  of real estate held for  production  of income 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 $374.8  million  and $541.1  million at
        December 31, 1998 and 1997,  respectively.  Depreciation expense on real
        estate totaled $30.5 million,  $74.9 million and $91.8 million for 1998,
        1997 and 1996, respectively.

                                      F-16
<PAGE>

 4)     JOINT VENTURES AND PARTNERSHIPS

        Summarized combined financial information for real estate joint ventures
        (25 and 29  individual  ventures  as of  December  31,  1998  and  1997,
        respectively) and for limited partnership  interests accounted for under
        the equity  method,  in which the  Company  has an  investment  of $10.0
        million or  greater  and an equity  interest  of 10% or  greater,  is as
        follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
       <S>                                                                      <C>                <C>          
        BALANCE SHEETS
        Investments in real estate, at depreciated cost........................  $       913.7      $     1,700.9
        Investments in securities, generally at estimated fair value...........          636.9            1,374.8
        Cash and cash equivalents..............................................           85.9              105.4
        Other assets...........................................................          279.8              584.9
                                                                                ----------------   -----------------
        Total Assets...........................................................  $     1,916.3      $     3,766.0
                                                                                ================   =================

        Borrowed funds - third party...........................................  $       367.1      $       493.4
        Borrowed funds - the Company...........................................           30.1               31.2
        Other liabilities......................................................          197.2              284.0
                                                                                ----------------   -----------------
        Total liabilities......................................................          594.4              808.6
                                                                                ----------------   -----------------

        Partners' capital......................................................        1,321.9            2,957.4
                                                                                ----------------   -----------------
        Total Liabilities and Partners' Capital................................  $     1,916.3      $     3,766.0
                                                                                ================   =================

        Equity in partners' capital included above.............................  $       312.9      $       568.5
        Equity in limited partnership interests not included above.............          442.1              331.8
        Other..................................................................             .7                4.3
                                                                                ----------------   -----------------
        Carrying Value.........................................................  $       755.7      $       904.6
                                                                                ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>         
        STATEMENTS OF EARNINGS
        Revenues of real estate joint ventures.............  $       246.1       $      310.5       $      348.9
        Revenues of other limited partnership interests....          128.9              506.3              386.1
        Interest expense - third party.....................          (33.3)             (91.8)            (111.0)
        Interest expense - the Company.....................           (2.6)              (7.2)             (30.0)
        Other expenses.....................................         (197.0)            (263.6)            (282.5)
                                                            -----------------   ----------------   -----------------
        Net Earnings.......................................  $       142.1       $      454.2       $      311.5
                                                            =================   ================   =================

        Equity in net earnings included above..............  $        59.6       $       76.7       $       73.9
        Equity in net earnings of limited partnership
          interests not included above.....................           22.7               69.5               35.8
        Other..............................................            -                  (.9)                .9
                                                            -----------------   ----------------   -----------------
        Total Equity in Net Earnings.......................  $        82.3       $      145.3       $      110.6
                                                            =================   ================   =================
</TABLE>

                                      F-17
<PAGE>

 5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

        The sources of net investment income are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>         
        Fixed maturities...................................  $     1,489.0       $    1,459.4       $    1,307.4
        Mortgage loans on real estate......................          235.4              260.8              303.0
        Equity real estate.................................          356.1              390.4              442.4
        Other equity investments...........................           83.8              156.9              122.0
        Policy loans.......................................          144.9              177.0              160.3
        Other investment income............................          185.7              181.7              217.4
                                                            -----------------   ----------------   -----------------

          Gross investment income..........................        2,494.9            2,626.2            2,552.5

          Investment expenses..............................         (266.8)            (343.4)            (348.9)
                                                            -----------------   ----------------   -----------------

        Net Investment Income..............................  $     2,228.1       $    2,282.8       $    2,203.6
                                                            =================   ================   =================
</TABLE>

        Investment  gains  (losses),  net,  including  changes in the  valuation
        allowances, are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Fixed maturities...................................  $       (24.3)      $       88.1       $       60.5
        Mortgage loans on real estate......................          (10.9)             (11.2)             (27.3)
        Equity real estate.................................           74.5             (391.3)             (79.7)
        Other equity investments...........................           29.9               14.1               18.9
        Sale of subsidiaries...............................           (2.6)             252.1                -
        Issuance and sales of Alliance Units...............           19.8                -                 20.6
        Issuance and sale of DLJ common stock..............           18.2                3.0                -
        Other..............................................           (4.4)               -                 (2.8)
                                                            -----------------   ----------------   -----------------
        Investment Gains (Losses), Net.....................  $       100.2       $      (45.2)      $       (9.8)
                                                            =================   ================   =================
</TABLE>

        Writedowns of fixed maturities amounted to $101.6 million, $11.7 million
        and $29.9 million for 1998, 1997 and 1996, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted to $136.4  million for 1997. In the fourth quarter of 1997, the
        Company  reclassified  $1,095.4 million  depreciated cost of equity real
        estate from real estate held for the production of income to real estate
        held for sale.  Additions to valuation allowances of $227.6 million were
        recorded upon these  transfers.  Additionally,  in fourth  quarter 1997,
        $132.3  million of  writedowns  on real  estate held for  production  of
        income were recorded.

        For 1998,  1997 and 1996,  respectively,  proceeds  received on sales of
        fixed maturities  classified as available for sale amounted to $15,961.0
        million,  $9,789.7 million and $8,353.5  million.  Gross gains of $149.3
        million,  $166.0  million and $154.2  million and gross  losses of $95.1
        million, $108.8 million and $92.7 million,  respectively,  were realized
        on these  sales.  The change in  unrealized  investment  gains  (losses)
        related to fixed  maturities  classified as available for sale for 1998,
        1997 and 1996 amounted to $(331.7) million,  $513.4 million and $(258.0)
        million, respectively.

        For 1998,  1997 and 1996,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $136.9  million,  $137.5
        million and $136.7 million, respectively.

                                      F-18
<PAGE>

        On June 10, 1997,  Equitable Life sold EREIM (other than its interest in
        Column Financial, Inc.) ("ERE") to Lend Lease Corporation Limited ("Lend
        Lease"),  a  publicly  traded,   international  property  and  financial
        services  company based in Sydney,  Australia.  The total purchase price
        was $400.0  million and consisted of $300.0 million in cash and a $100.0
        million  note  which  was  paid  in  1998.  The  Company  recognized  an
        investment  gain of $162.4  million,  net of Federal income tax of $87.4
        million as a result of this  transaction.  Equitable  Life  entered into
        long-term   advisory   agreements   whereby  ERE  continues  to  provide
        substantially  the same services to Equitable Life's General Account and
        Separate Accounts, for substantially the same fees, as provided prior to
        the sale.

        Through  June  10,  1997  and for the  year  ended  December  31,  1996,
        respectively,  the businesses sold reported  combined  revenues of $91.6
        million and $226.1  million and combined  net earnings of $10.7  million
        and $30.7 million.

        In 1996,  Alliance  acquired the business of Cursitor  Holdings L.P. and
        Cursitor Holdings Limited  (collectively,  "Cursitor") for approximately
        $159.0  million.  The purchase price consisted of $94.3 million in cash,
        1.8 million of Alliance's  publicly traded units ("Alliance  Units"), 6%
        notes  aggregating  $21.5 million payable  ratably over four years,  and
        additional  consideration to be determined at a later date but currently
        estimated to not exceed $10.0 million. The excess of the purchase price,
        including  acquisition costs and minority interest,  over the fair value
        of  Cursitor's  net  assets  acquired  resulted  in the  recognition  of
        intangible assets consisting of costs assigned to contracts acquired and
        goodwill   of   approximately   $122.8   million   and  $38.3   million,
        respectively. The Company recognized an investment gain of $20.6 million
        as a result of the issuance of Alliance  Units in this  transaction.  On
        June 30,  1997,  Alliance  reduced the  recorded  value of goodwill  and
        contracts  associated with Alliance's  acquisition of Cursitor by $120.9
        million.   This  charge   reflected   Alliance's  view  that  Cursitor's
        continuing   decline  in  assets  under   management   and  its  reduced
        profitability,  resulting from relative investment underperformance,  no
        longer supported the carrying value of its investment.  As a result, the
        Company's  earnings from continuing  operations before cumulative effect
        of accounting change for 1997 included a charge of $59.5 million, net of
        a Federal  income tax benefit of $10.0 million and minority  interest of
        $51.4  million.  The  remaining  balance of  intangible  assets is being
        amortized  over its estimated  useful life of 20 years.  At December 31,
        1998, the Company's ownership of Alliance Units was approximately 56.7%.

                                      F-19
<PAGE>

        Net unrealized  investment gains (losses),  included in the consolidated
        balance  sheets as a component of accumulated  comprehensive  income and
        the changes for the corresponding years, are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Balance, beginning of year.........................  $       533.6       $      189.9       $      396.5
        Changes in unrealized investment gains (losses)....         (242.4)             543.3             (297.6)
        Changes in unrealized investment losses
          (gains) attributable to:
            Participating group annuity contracts..........           (5.7)              53.2                -
            DAC............................................           13.2              (89.0)              42.3
            Deferred Federal income taxes..................           85.4             (163.8)              48.7
                                                            -----------------   ----------------   -----------------
        Balance, End of Year...............................  $       384.1       $      533.6       $      189.9
                                                            =================   ================   =================

        Balance, end of year comprises:
          Unrealized investment gains on:
            Fixed maturities...............................  $       539.9       $      871.2       $      357.8
            Other equity investments.......................           92.4               33.7               31.6
            Other, principally Closed Block................          111.1               80.9               53.1
                                                            -----------------   ----------------   -----------------
              Total........................................          743.4              985.8              442.5
          Amounts of unrealized investment gains
            attributable to:
              Participating group annuity contracts........          (24.7)             (19.0)             (72.2)
              DAC..........................................         (127.8)            (141.0)             (52.0)
              Deferred Federal income taxes................         (206.8)            (292.2)            (128.4)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       384.1       $      533.6       $      189.9
                                                            =================   ================   =================
</TABLE>

 6)     ACCUMULATED OTHER COMPREHENSIVE INCOME

        Accumulated other comprehensive  income represents  cumulative gains and
        losses on items that are not reflected in earnings. The balances for the
        years 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Unrealized gains on investments....................  $       384.1       $      533.6       $      189.9
        Minimum pension liability..........................          (28.3)             (17.3)             (12.9)
                                                            -----------------   ----------------   -----------------
        Total Accumulated Other
          Comprehensive Income.............................  $       355.8       $      516.3       $      177.0
                                                            =================   ================   =================
</TABLE>

                                      F-20
<PAGE>

        The components of other  comprehensive  income for the years 1998,  1997
        and 1996 are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>          
        Net unrealized gains (losses) on investment
          securities:
          Net unrealized gains (losses) arising during
            the period.....................................  $      (186.1)      $      564.0       $     (249.8)
          Reclassification adjustment for (gains) losses
            included in net earnings.......................          (56.3)             (20.7)             (47.8)
                                                            -----------------   ----------------   -----------------

        Net unrealized gains (losses) on investment
          securities.......................................         (242.4)             543.3             (297.6)
        Adjustments for policyholder liabilities,
          DAC and deferred
          Federal income taxes.............................           92.9             (199.6)              91.0
                                                            -----------------   ----------------   -----------------
        Change in unrealized gains (losses), net of
          reclassification and adjustments.................         (149.5)             343.7             (206.6)
        Change in minimum pension liability................          (11.0)              (4.4)              22.2
                                                            -----------------   ----------------   -----------------
        Total Other Comprehensive Income...................  $      (160.5)      $      339.3       $     (184.4)
                                                            =================   ================   =================
</TABLE>

 7)     CLOSED BLOCK

        Summarized financial information for the Closed Block follows:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>    
        Assets
        Fixed Maturities:
          Available for sale, at estimated fair value (amortized cost,
            $4,149.0 and $4,059.4)...........................................  $    4,373.2         $    4,231.0
        Mortgage loans on real estate........................................       1,633.4              1,341.6
        Policy loans.........................................................       1,641.2              1,700.2
        Cash and other invested assets.......................................          86.5                282.0
        DAC..................................................................         676.5                775.2
        Other assets.........................................................         221.6                236.6
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    8,632.4         $    8,566.6
                                                                              =================    =================

        Liabilities
        Future policy benefits and policyholders' account balances...........  $    9,013.1         $    8,993.2
        Other liabilities....................................................          63.9                 80.5
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    9,077.0         $    9,073.7
                                                                              =================    =================
</TABLE>

                                      F-21
<PAGE>

<TABLE>
<CAPTION>
                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                   <C>                 <C>                <C>         
        Revenues
        Premiums and other revenue.........................  $       661.7       $      687.1       $      724.8
        Investment income (net of investment
          expenses of $15.5, $27.0 and $27.3)..............          569.7              574.9              546.6
        Investment losses, net.............................             .5              (42.4)              (5.5)
                                                            -----------------   ----------------   -----------------
              Total revenues...............................        1,231.9            1,219.6            1,265.9
                                                            -----------------   ----------------   -----------------

        Benefits and Other Deductions
        Policyholders' benefits and dividends..............        1,082.0            1,066.7            1,106.3
        Other operating costs and expenses.................           62.8               50.4               34.6
                                                            -----------------   ----------------   -----------------
              Total benefits and other deductions..........        1,144.8            1,117.1            1,140.9
                                                            -----------------   ----------------   -----------------

        Contribution from the Closed Block.................  $        87.1       $      102.5       $      125.0
                                                            =================   ================   =================
</TABLE>

        At December 31, 1998 and 1997, problem mortgage loans on real estate had
        an amortized  cost of $5.1 million and $8.1 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had an amortized  cost of $26.0 million and $70.5 million,
        respectively.

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
        related provision for losses were as follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>          
        Impaired mortgage loans with provision for losses......................  $        55.5      $       109.1
        Impaired mortgage loans without provision for losses...................            7.6                 .6
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................           63.1              109.7
        Provision for losses...................................................          (10.1)             (17.4)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        53.0      $        92.3
                                                                                ================   =================
</TABLE>

        During  1998,  1997  and  1996,  the  Closed  Block's  average  recorded
        investment in impaired mortgage loans was $85.5 million,  $110.2 million
        and $153.8 million,  respectively.  Interest income  recognized on these
        impaired  mortgage  loans totaled $4.7  million,  $9.4 million and $10.9
        million  ($1.5  million,  $4.1 million and $4.7 million  recognized on a
        cash basis) for 1998, 1997 and 1996, respectively.

        Valuation  allowances  amounted to $11.1  million  and $18.5  million on
        mortgage  loans on real estate and $15.4  million  and $16.8  million on
        equity real estate at December  31, 1998 and 1997,  respectively.  As of
        January  1,  1996,  the  adoption  of  SFAS  No.  121  resulted  in  the
        recognition of impairment losses of $5.6 million on real estate held for
        production of income.  Writedowns of fixed  maturities  amounted to $3.5
        million and $12.8 million for 1997 and 1996, respectively. Writedowns of
        equity real estate  subsequent  to the adoption of SFAS No. 121 amounted
        to $28.8 million for 1997.

        In the fourth quarter of 1997, $72.9 million  depreciated cost of equity
        real estate held for  production  of income was  reclassified  to equity
        real estate held for sale.  Additions to valuation  allowances  of $15.4
        million were  recorded  upon these  transfers.  Additionally,  in fourth
        quarter  1997,  $28.8  million of  writedowns  on real  estate  held for
        production of income were recorded.

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

                                      F-22
<PAGE>

 8)     DISCONTINUED OPERATIONS

        Summarized financial information for discontinued operations follows:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>         
        Assets
        Mortgage loans on real estate........................................  $      553.9         $      635.2
        Equity real estate...................................................         611.0                874.5
        Other equity investments.............................................         115.1                209.3
        Other invested assets................................................          24.9                152.4
                                                                              -----------------    -----------------
          Total investments..................................................       1,304.9              1,871.4
        Cash and cash equivalents............................................          34.7                106.8
        Other assets.........................................................         219.0                243.8
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    1,558.6         $    2,222.0
                                                                              =================    =================

        Liabilities
        Policyholders' liabilities...........................................  $    1,021.7         $    1,048.3
        Allowance for future losses..........................................         305.1                259.2
        Amounts due to continuing operations.................................           2.7                572.8
        Other liabilities....................................................         229.1                341.7
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    1,558.6         $    2,222.0
                                                                              =================    =================
</TABLE>

<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>              <C>                 <C>   
        Revenues
        Investment income (net of investment
          expenses of $63.3, $97.3 and $127.5).............  $       160.4       $      188.6       $      245.4
        Investment gains (losses), net.....................           35.7             (173.7)             (18.9)
        Policy fees, premiums and other income.............           (4.3)                .2                 .2
                                                            -----------------   ----------------   -----------------
        Total revenues.....................................          191.8               15.1              226.7

        Benefits and other deductions......................          141.5              169.5              250.4
        Earnings added (losses charged) to allowance
          for future losses................................           50.3             (154.4)             (23.7)
                                                            -----------------   ----------------   -----------------
        Pre-tax loss from operations.......................            -                  -                  -
        Pre-tax earnings from releasing (loss from
          strengthening) of the allowance for future
          losses...........................................            4.2             (134.1)            (129.0)
        Federal income tax (expense) benefit...............           (1.5)              46.9               45.2
                                                            -----------------   ----------------   -----------------
        Earnings (Loss) from Discontinued Operations.......  $         2.7       $      (87.2)      $      (83.8)
                                                            =================   ================   =================
</TABLE>

        The Company's  quarterly process for evaluating the allowance for future
        losses  applies  the  current   period's  results  of  the  discontinued
        operations against the allowance, re-estimates future losses and adjusts
        the allowance,  if appropriate.  Additionally,  as part of the Company's
        annual planning  process which takes place in the fourth quarter of each
        year,  investment and benefit cash flow projections are prepared.  These
        updated  assumptions and estimates resulted in a release of allowance in
        1998 and strengthening of allowance in 1997 and 1996.

                                      F-23
<PAGE>

        In the fourth quarter of 1997, $329.9 million depreciated cost of equity
        real estate was reclassified from equity real estate held for production
        of  income  to  real  estate  held  for  sale.  Additions  to  valuation
        allowances  of $79.8  million  were  recognized  upon  these  transfers.
        Additionally,  in fourth  quarter  1997,  $92.5 million of writedowns on
        real estate held for production of income were recognized.

        Benefits and other deductions includes $26.6 million,  $53.3 million and
        $114.3  million of interest  expense  related to amounts  borrowed  from
        continuing operations in 1998, 1997 and 1996, respectively.

        Valuation  allowances  amounted  to $3.0  million  and $28.4  million on
        mortgage  loans on real estate and $34.8  million  and $88.4  million on
        equity real estate at December  31, 1998 and 1997,  respectively.  As of
        January 1, 1996,  the  adoption of SFAS No. 121 resulted in a release of
        existing valuation allowances of $71.9 million on equity real estate and
        recognition  of  impairment  losses of $69.8 million on real estate held
        for production of income. Writedowns of equity real estate subsequent to
        the adoption of SFAS No. 121 amounted to $95.7 million and $12.3 million
        for 1997 and 1996, respectively.

        At December 31, 1998 and 1997, problem mortgage loans on real estate had
        amortized  costs of $1.1 million and $11.0  million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had  amortized  costs of $3.5 million and $109.4  million,
        respectively.

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
        related provision for losses were as follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                <C>          
        Impaired mortgage loans with provision for losses......................  $         6.7      $       101.8
        Impaired mortgage loans without provision for losses...................            8.5                 .2
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................           15.2              102.0
        Provision for losses...................................................           (2.1)             (27.3)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        13.1      $        74.7
                                                                                ================   =================
</TABLE>

        During  1998,  1997  and  1996,  the  discontinued  operations'  average
        recorded investment in impaired mortgage loans was $73.3 million,  $89.2
        million and $134.8 million, respectively.  Interest income recognized on
        these  impaired  mortgage  loans totaled $4.7 million,  $6.6 million and
        $10.1 million ($3.4 million, $5.3 million and $7.5 million recognized on
        a cash basis) for 1998, 1997 and 1996, respectively.

        At December  31, 1998 and 1997,  discontinued  operations  had  carrying
        values of $50.0 million and $156.2 million, respectively, of real estate
        acquired in satisfaction of debt.

                                      F-24
<PAGE>

 9)     SHORT-TERM AND LONG-TERM DEBT

        Short-term and long-term debt consists of the following:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>         
        Short-term debt......................................................  $      179.3         $      422.2
                                                                              -----------------    -----------------
        Long-term debt:
        Equitable Life:
          6.95% surplus notes scheduled to mature 2005.......................         399.4                399.4
          7.70% surplus notes scheduled to mature 2015.......................         199.7                199.7
          Other..............................................................            .3                   .3
                                                                              -----------------    -----------------
              Total Equitable Life...........................................         599.4                599.4
                                                                              -----------------    -----------------
        Wholly Owned and Joint Venture Real Estate:
          Mortgage notes, 5.91% - 12.00%, due through 2017...................         392.2                676.6
                                                                              -----------------    -----------------
        Alliance:
          Other..............................................................          10.8                 18.5
                                                                              -----------------    -----------------
        Total long-term debt.................................................       1,002.4              1,294.5
                                                                              -----------------    -----------------

        Total Short-term and Long-term Debt..................................  $    1,181.7         $    1,716.7
                                                                              =================    =================
</TABLE>

        Short-term Debt

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying  interest rates and expires in September
        2000. The interest rates are based on external indices  dependent on the
        type of  borrowing  and at December  31, 1998 range from 5.23% to 7.75%.
        There were no borrowings  outstanding under this bank credit facility at
        December 31, 1998.

        Equitable  Life has a  commercial  paper  program with an issue limit of
        $500.0 million. This program is available for general corporate purposes
        used to support  Equitable  Life's  liquidity  needs and is supported by
        Equitable  Life's  existing  $350.0  million  bank credit  facility.  At
        December  31,  1998,  there were no  borrowings  outstanding  under this
        program.

        During  July 1998,  Alliance  entered  into a $425.0  million  five-year
        revolving  credit  facility  with a  group  of  commercial  banks  which
        replaced a $250.0 million revolving credit facility. Under the facility,
        the  interest  rate,  at the  option of  Alliance,  is a  floating  rate
        generally  based upon a defined prime rate, a rate related to the London
        Interbank  Offered Rate  ("LIBOR") or the Federal Funds Rate. A facility
        fee is payable on the total facility.  During  September 1998,  Alliance
        increased the size of its  commercial  paper program from $250.0 million
        to $425.0  million.  Borrowings  from these two  sources  may not exceed
        $425.0 million in the aggregate.  The revolving credit facility provides
        backup liquidity for commercial paper issued under Alliance's commercial
        paper  program  and can be used as a direct  source  of  borrowing.  The
        revolving credit facility contains  covenants which require Alliance to,
        among other things,  meet certain  financial  ratios. As of December 31,
        1998, Alliance had commercial paper outstanding  totaling $179.5 million
        at an  effective  interest  rate of 5.5% and  there  were no  borrowings
        outstanding under Alliance's revolving credit facility.

        Long-term Debt

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

                                      F-25
<PAGE>

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $640.2  million and  $1,164.0  million at December 31, 1998
        and  1997,  respectively,  as  collateral  for  certain  short-term  and
        long-term debt.

        At December 31, 1998,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1999 and the succeeding
        four years are $322.8 million,  $6.9 million, $1.7 million, $1.8 million
        and $2.0 million, respectively, and $668.0 million thereafter.

10)     FEDERAL INCOME TAXES

        A  summary  of the  Federal  income  tax  expense  in  the  consolidated
        statements of earnings is shown below:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>         
        Federal income tax expense (benefit):
          Current..........................................  $       283.3       $      186.5       $       97.9
          Deferred.........................................           69.8              (95.0)             (88.2)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       353.1       $       91.5       $        9.7
                                                            =================   ================   =================
</TABLE>

        The Federal income taxes  attributable  to  consolidated  operations are
        different from the amounts determined by multiplying the earnings before
        Federal  income  taxes and  minority  interest by the  expected  Federal
        income  tax  rate of 35%.  The  sources  of the  difference  and the tax
        effects of each are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Expected Federal income tax expense................  $       414.3       $      234.7       $       73.0
        Non-taxable minority interest......................          (33.2)             (38.0)             (28.6)
        Adjustment of tax audit reserves...................           16.0              (81.7)               6.9
        Equity in unconsolidated subsidiaries..............          (39.3)             (45.1)             (32.3)
        Other..............................................           (4.7)              21.6               (9.3)
                                                            -----------------   ----------------   -----------------
        Federal Income Tax Expense.........................  $       353.1       $       91.5       $        9.7
                                                            =================   ================   =================
</TABLE>

        The components of the net deferred Federal income taxes are as follows:
<TABLE>
<CAPTION>

                                                       December 31, 1998                  December 31, 1997
                                                ---------------------------------  ---------------------------------
                                                    Assets         Liabilities         Assets         Liabilities
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (In Millions)
        <S>                                      <C>              <C>               <C>               <C>        
        Compensation and related benefits......  $     235.3      $        -        $      257.9      $       -
        Other..................................         27.8               -                30.7              -
        DAC, reserves and reinsurance..........          -               231.4               -              222.8
        Investments............................          -               364.4               -              405.7
                                                ---------------  ----------------  ---------------   ---------------
        Total..................................  $     263.1      $      595.8      $      288.6      $     628.5
                                                ===============  ================  ===============   ===============
</TABLE>

                                      F-26
<PAGE>

        The deferred Federal income taxes impacting  operations  reflect the net
        tax effects of temporary  differences  between the  carrying  amounts of
        assets and liabilities for financial  reporting purposes and the amounts
        used for income tax purposes. The sources of these temporary differences
        and the tax effects of each are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                   <C>              <C>                <C>   
        DAC, reserves and reinsurance......................  $        (7.7)      $       46.2       $     (156.2)
        Investments........................................           46.8             (113.8)              78.6
        Compensation and related benefits..................           28.6                3.7               22.3
        Other..............................................            2.1              (31.1)             (32.9)
                                                            -----------------   ----------------   -----------------
        Deferred Federal Income Tax
          Expense (Benefit)................................  $        69.8       $      (95.0)      $      (88.2)
                                                            =================   ================   =================
</TABLE>

        The Internal  Revenue Service (the "IRS") is in the process of examining
        the Holding  Company's  consolidated  Federal income tax returns for the
        years 1992 through 1996.  Management  believes these audits will have no
        material adverse effect on the Company's results of operations.

11)     REINSURANCE AGREEMENTS

        The Insurance Group assumes and cedes  reinsurance  with other insurance
        companies.  The Insurance Group evaluates the financial condition of its
        reinsurers to minimize its exposure to significant losses from reinsurer
        insolvencies. Ceded reinsurance does not relieve the originating insurer
        of  liability.  The  effect of  reinsurance  (excluding  group  life and
        health) is summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Direct premiums....................................  $       438.8       $      448.6       $      461.4
        Reinsurance assumed................................          203.6              198.3              177.5
        Reinsurance ceded..................................          (54.3)             (45.4)             (41.3)
                                                            -----------------   ----------------   -----------------
        Premiums...........................................  $       588.1       $      601.5       $      597.6
                                                            =================   ================   =================

        Universal Life and Investment-type Product
          Policy Fee Income Ceded..........................  $        75.7       $       61.0       $       48.2
                                                            =================   ================   =================
        Policyholders' Benefits Ceded......................  $        85.9       $       70.6       $       54.1
                                                            =================   ================   =================
        Interest Credited to Policyholders' Account
          Balances Ceded...................................  $        39.5       $       36.4       $       32.3
                                                            =================   ================   =================
</TABLE>

        Beginning in May 1997, the Company began  reinsuring on a yearly renewal
        term basis 90% of the  mortality  risk on new  issues of  certain  term,
        universal  and  variable  life  products.  During  1996,  the  Company's
        retention  limit on joint  survivorship  policies was increased to $15.0
        million.  Effective  January 1, 1994,  all in force  business above $5.0
        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
        a third party  insurance  company.  Premiums ceded totaled $1.3 million,
        $1.6  million and $2.4  million for 1998,  1997 and 1996,  respectively.
        Ceded death and disability benefits totaled $15.6 million,  $4.3 million
        and $21.2  million  for 1998,  1997 and  1996,  respectively.  Insurance
        liabilities  ceded totaled $560.3 million and $593.8 million at December
        31, 1998 and 1997, respectively.

                                      F-27
<PAGE>

12)     EMPLOYEE BENEFIT PLANS

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

        Components  of net periodic  pension cost (credit) for the qualified and
        non-qualified plans are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Service cost.......................................  $        33.2       $       32.5       $       33.8
        Interest cost on projected benefit obligations.....          129.2              128.2              120.8
        Actual return on assets............................         (175.6)            (307.6)            (181.4)
        Net amortization and deferrals.....................            6.1              166.6               43.4
                                                            -----------------   ----------------   -----------------
        Net Periodic Pension Cost (Credit).................  $        (7.1)      $       19.7       $       16.6
                                                            =================   ================   =================
</TABLE>

        The  plan's  projected  benefit   obligation  under  the  qualified  and
        non-qualified plans was comprised of:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>         
        Benefit obligation, beginning of year..................................  $    1,801.3       $    1,765.5
        Service cost...........................................................          33.2               32.5
        Interest cost..........................................................         129.2              128.2
        Actuarial (gains) losses...............................................         108.4              (15.5)
        Benefits paid..........................................................        (138.7)            (109.4)
                                                                                ----------------   -----------------
        Benefit Obligation, End of Year........................................  $    1,933.4       $    1,801.3
                                                                                ================   =================
</TABLE>

        The funded status of the qualified and non-qualified pension plans is as
        follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>         
        Plan assets at fair value, beginning of year...........................  $    1,867.4       $    1,626.0
        Actual return on plan assets...........................................         338.9              307.5
        Contributions..........................................................           -                 30.0
        Benefits paid and fees.................................................        (123.2)             (96.1)
                                                                                ----------------   -----------------
        Plan assets at fair value, end of year.................................       2,083.1            1,867.4
        Projected benefit obligations..........................................       1,933.4            1,801.3
                                                                                ----------------   -----------------
        Projected benefit obligations less than plan assets....................         149.7               66.1
        Unrecognized prior service cost........................................          (7.5)              (9.9)
        Unrecognized net loss from past experience different
          from that assumed....................................................          38.7               95.0
        Unrecognized net asset at transition...................................           1.5                3.1
                                                                                ----------------   -----------------
        Prepaid  Pension Cost..................................................  $      182.4       $      154.3
                                                                                ================   =================
</TABLE>

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.0% and 3.83%, respectively,  at December 31, 1998 and
        7.25% and 4.07%,  respectively,  at December 31, 1997.  As of January 1,
        1998 and 1997,  the expected  long-term rate of return on assets for the
        retirement plan was 10.25%.

                                      F-28
<PAGE>

        The  Company  recorded,  as  a  reduction  of  shareholders'  equity  an
        additional minimum pension liability of $28.3 million and $17.3 million,
        net  of  Federal   income   taxes,   at  December  31,  1998  and  1997,
        respectively,  primarily  representing  the  excess  of the  accumulated
        benefit  obligation  of the  qualified  pension  plan  over the  accrued
        liability.

        The  pension  plan's  assets  include   corporate  and  government  debt
        securities,  equity  securities,  equity real estate and shares of group
        trusts managed by Alliance.

        Prior to 1987, the qualified plan funded participants'  benefits through
        the purchase of non-participating annuity contracts from Equitable Life.
        Benefit payments under these contracts were approximately $31.8 million,
        $33.2 million and $34.7 million for 1998, 1997 and 1996, respectively.

        The  Company  provides  certain  medical  and  life  insurance  benefits
        (collectively,  "postretirement  benefits")  for  qualifying  employees,
        managers and agents  retiring from the Company (i) on or after attaining
        age 55 who  have at  least  10  years  of  service  or (ii) on or  after
        attaining  age 65 or (iii) whose jobs have been  abolished  and who have
        attained age 50 with 20 years of service.  The life  insurance  benefits
        are related to age and salary at retirement. The costs of postretirement
        benefits are  recognized in accordance  with the  provisions of SFAS No.
        106. The Company  continues to fund  postretirement  benefits costs on a
        pay-as-you-go  basis and,  for 1998,  1997 and 1996,  the  Company  made
        estimated  postretirement  benefits  payments  of $28.4  million,  $18.7
        million and $18.9 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>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Service cost.......................................  $         4.6       $        4.5       $        5.3
        Interest cost on accumulated postretirement
          benefits obligation..............................           33.6               34.7               34.6
        Net amortization and deferrals.....................             .5                1.9                2.4
                                                            -----------------   ----------------   -----------------
        Net Periodic Postretirement Benefits Costs.........  $        38.7       $       41.1       $       42.3
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
       <S>                                                                      <C>                <C>
        Accumulated postretirement benefits obligation, beginning
          of year..............................................................  $      490.8       $      388.5
        Service cost...........................................................           4.6                4.5
        Interest cost..........................................................          33.6               34.7
        Contributions and benefits paid........................................         (28.4)              72.1
        Actuarial (gains) losses...............................................         (10.2)              (9.0)
                                                                                ----------------   -----------------
        Accumulated postretirement benefits obligation, end of year............         490.4              490.8
        Unrecognized prior service cost........................................          31.8               40.3
        Unrecognized net loss from past experience different
          from that assumed and from changes in assumptions....................        (121.2)            (140.6)
                                                                                ----------------   -----------------
        Accrued Postretirement Benefits Cost...................................  $      401.0       $      390.5
                                                                                ================   =================
</TABLE>

        Since January 1, 1994,  costs to the Company for providing these medical
        benefits  available  to  retirees  under  age 65 are the  same as  those
        offered to active employees and medical benefits will be limited to 200%
        of 1993 costs for all participants.

                                      F-29
<PAGE>

        The  assumed   health  care  cost  trend  rate  used  in  measuring  the
        accumulated   postretirement  benefits  obligation  was  8.0%  in  1998,
        gradually  declining  to 2.5% in the year  2009,  and in 1997 was 8.75%,
        gradually declining to 2.75% in the year 2009. The discount rate used in
        determining the accumulated  postretirement benefits obligation was 7.0%
        and 7.25% at December 31, 1998 and 1997, respectively.

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1998
        would be  increased  4.83%.  The effect of this change on the sum of the
        service  cost and  interest  cost would be an increase of 4.57%.  If the
        health  care  cost  trend  rate  assumptions  were  decreased  by 1% the
        accumulated  postretirement  benefits obligation as of December 31, 1998
        would be decreased by 5.6%.  The effect of this change on the sum of the
        service cost and interest cost would be a decrease of 5.4%.

13)     DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

        Derivatives

        The Insurance Group primarily uses derivatives for asset/liability  risk
        management and for hedging individual securities. Derivatives mainly are
        utilized to reduce the  Insurance  Group's  exposure  to  interest  rate
        fluctuations.  Accounting for interest rate swap  transactions  is on an
        accrual   basis.   Gains  and  losses  related  to  interest  rate  swap
        transactions are amortized as yield  adjustments over the remaining life
        of the underlying  hedged  security.  Income and expense  resulting from
        interest rate swap  activities are reflected in net  investment  income.
        The  notional  amount of  matched  interest  rate swaps  outstanding  at
        December  31,  1998 and  1997,  respectively,  was  $880.9  million  and
        $1,353.4  million.  The average  unexpired  terms at  December  31, 1998
        ranged from 1 month to 4.3 years.  At  December  31,  1998,  the cost of
        terminating  swaps in a loss position was $8.0 million.  Equitable  Life
        has implemented an interest rate cap program designed to hedge crediting
        rates  on   interest-sensitive   individual  annuities  contracts.   The
        outstanding notional amounts at December 31, 1998 of contracts purchased
        and sold were $8,450.0 million and $875.0 million, respectively. The net
        premium paid by Equitable Life on these  contracts was $54.8 million and
        is being amortized ratably over the contract periods ranging from 1 to 5
        years.  Income and expense  resulting from this program are reflected as
        an adjustment to interest credited to policyholders' account balances.

        Substantially  all of DLJ's  activities  related to derivatives  are, by
        their nature trading  activities  which are primarily for the purpose of
        customer accommodations.  DLJ enters into certain contractual agreements
        referred to as derivatives or  off-balance-sheet  financial  instruments
        involving  futures,  forwards and options.  DLJ's derivative  activities
        consist of writing  over-the-counter  ("OTC") options to accommodate its
        customer  needs,  trading in forward  contracts in U.S.  government  and
        agency  issued or  guaranteed  securities  and in futures  contracts  on
        equity-based  indices,  interest rate  instruments  and  currencies  and
        issuing   structured   products  based  on  emerging  market   financial
        instruments  and  indices.  DLJ's  involvement  in  swap  contracts  and
        commodity derivative instruments is not significant.

        Fair Value of Financial Instruments

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

        Certain  financial  instruments  are  excluded,  particularly  insurance
        liabilities  other than financial  guarantees and investment  contracts.
        Fair market  value of  off-balance-sheet  financial  instruments  of the
        Insurance Group was not material at December 31, 1998 and 1997.

                                      F-30
<PAGE>

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

        Fair values of policy loans are estimated by discounting  the face value
        of the  loans  from the time of the next  interest  rate  review  to the
        present,  at a rate equal to the excess of the current  estimated market
        rates over the current interest rate charged on the loan.

        The estimated fair values for the Company's  association plan contracts,
        supplementary contracts not involving life contingencies  ("SCNILC") and
        annuities  certain,   which  are  included  in  policyholders'   account
        balances,   and  guaranteed   interest  contracts  are  estimated  using
        projected cash flows  discounted at rates  reflecting  expected  current
        offering rates.

        The  estimated  fair values for variable  deferred  annuities and single
        premium   deferred   annuities   ("SPDA"),   which   are   included   in
        policyholders'  account  balances,  are  estimated  by  discounting  the
        account  value back from the time of the next  crediting  rate review to
        the present,  at a rate equal to the excess of current  estimated market
        rates offered on new policies over the current crediting rates.

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

        The following  table  discloses  carrying value and estimated fair value
        for financial instruments not otherwise disclosed in Notes 3, 7 and 8:
<TABLE>
<CAPTION>

                                                                           December 31,
                                                --------------------------------------------------------------------
                                                              1998                               1997
                                                ---------------------------------  ---------------------------------
                                                   Carrying         Estimated         Carrying         Estimated
                                                    Value          Fair Value          Value           Fair Value
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (In Millions)
        <S>                                     <C>              <C>               <C>               <C>         
        Consolidated Financial Instruments:
        Mortgage loans on real estate..........  $    2,809.9     $     2,961.8     $     2,611.4     $    2,822.8
        Other limited partnership interests....         562.6             562.6             509.4            509.4
        Policy loans...........................       2,086.7           2,370.7           2,422.9          2,493.9
        Policyholders' account balances -
          investment contracts.................      12,892.0          13,396.0          12,611.0         12,714.0
        Long-term debt.........................       1,002.4           1,025.2           1,294.5          1,257.0

        Closed Block Financial Instruments:
        Mortgage loans on real estate..........       1,633.4           1,703.5           1,341.6          1,420.7
        Other equity investments...............          56.4              56.4              86.3             86.3
        Policy loans...........................       1,641.2           1,929.7           1,700.2          1,784.2
        SCNILC liability.......................          25.0              25.0              27.6             30.3

        Discontinued Operations Financial
        Instruments:
        Mortgage loans on real estate..........         553.9             599.9             655.5            779.9
        Fixed maturities.......................          24.9              24.9              38.7             38.7
        Other equity investments...............         115.1             115.1             209.3            209.3
        Guaranteed interest contracts..........          37.0              34.0              37.0             34.0
        Long-term debt.........................         147.1             139.8             296.4            297.6
</TABLE>

                                      F-31
<PAGE>

14)     COMMITMENTS AND CONTINGENT LIABILITIES

        The Company  has  provided,  from time to time,  certain  guarantees  or
        commitments  to  affiliates,  investors and others.  These  arrangements
        include commitments by the Company,  under certain  conditions:  to make
        capital  contributions of up to $142.9 million to affiliated real estate
        joint  ventures;  and to provide  equity  financing  to certain  limited
        partnerships of $287.3 million at December 31, 1998, under existing loan
        or loan commitment agreements.

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

        The Insurance  Group had $24.7 million of letters of credit  outstanding
        at December 31, 1998.

15)     LITIGATION

        Major Medical Insurance Cases

        Equitable Life agreed to settle,  subject to court approval,  previously
        disclosed cases involving  lifetime  guaranteed  renewable major medical
        insurance  policies issued by Equitable Life in five states.  Plaintiffs
        in these cases  claimed that  Equitable  Life's  method for  determining
        premium  increases  breached the terms of certain  forms of the policies
        and was  misrepresented.  In certain cases  plaintiffs also claimed that
        Equitable Life  misrepresented  to policyholders  that premium increases
        had been  approved  by  insurance  departments,  and that it  determined
        annual  rate  increases  in a  manner  that  discriminated  against  the
        policyholders.

        In December 1997,  Equitable  Life entered into a settlement  agreement,
        subject  to  court  approval,  which  would  result  in  creation  of  a
        nationwide class consisting of all persons holding,  and paying premiums
        on, the  policies  at any time since  January 1, 1988 and the  dismissal
        with prejudice of the pending  actions and the resolution of all similar
        claims on a nationwide basis.  Under the terms of the settlement,  which
        involves   approximately  127,000  former  and  current   policyholders,
        Equitable  Life would pay $14.2  million in exchange  for release of all
        claims and will provide future relief to certain  current  policyholders
        by  restricting  future premium  increases,  estimated to have a present
        value of $23.3 million.  This estimate is based upon  assumptions  about
        future events that cannot be predicted  with  certainty and  accordingly
        the actual value of the future  relief may vary.  In October  1998,  the
        court entered a judgment  approving  the  settlement  agreement  and, in
        November, a member of the national class filed a notice of appeal of the
        judgment. In January 1999, the Court of Appeals granted Equitable Life's
        motion to dismiss the appeal.

        Life Insurance and Annuity Sales Cases

        A number of lawsuits  are  pending as  individual  claims and  purported
        class  actions  against  Equitable  Life  and its  subsidiary  insurance
        companies Equitable Variable Life Insurance Company ("EVLICO," which was
        merged into Equitable Life effective  January 1, 1997) and The Equitable
        of Colorado,  Inc. ("EOC").  These actions involve,  among other things,
        sales of life and annuity  products for varying periods from 1980 to the
        present,    and   allege,    among   other   things,    sales   practice
        misrepresentation  primarily  involving:  the number of premium payments
        required;  the  propriety  of a product as an  investment  vehicle;  the
        propriety  of a product as a  replacement  of an  existing  policy;  and
        failure to  disclose a product as life  insurance.  Some  actions are in
        state  courts  and  others  are  in  U.S.  District  Courts  in  varying
        jurisdictions,  and are in varying  stages of discovery  and motions for
        class certification.

                                      F-32
<PAGE>

        In general,  the plaintiffs  request an  unspecified  amount of damages,
        punitive damages,  enjoinment from the described practices,  prohibition
        against  cancellation  of policies for  non-payment  of premium or other
        remedies, as well as attorneys' fees and expenses.  Similar actions have
        been filed against  other life and health  insurers and have resulted in
        the  award of  substantial  judgments,  including  material  amounts  of
        punitive damages, or in substantial settlements. Although the outcome of
        litigation cannot be predicted with certainty, particularly in the early
        stages  of an  action,  The  Equitable's  management  believes  that the
        ultimate  resolution  of these cases should not have a material  adverse
        effect on the  financial  position  of The  Equitable.  The  Equitable's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not any such  litigation  will have a material  adverse effect on The
        Equitable's results of operations in any particular period.

        Discrimination Case

        Equitable Life is a defendant in an action,  certified as a class action
        in September  1997, in the United States District Court for the Northern
        District of Alabama, Southern Division, involving alleged discrimination
        on the basis of race against  African-American  applicants and potential
        applicants  in hiring  individuals  as sales agents.  Plaintiffs  seek a
        declaratory  judgment and  affirmative and negative  injunctive  relief,
        including  the  payment of  back-pay,  pension  and other  compensation.
        Although the outcome of litigation  cannot be predicted with  certainty,
        The Equitable's management believes that the ultimate resolution of this
        matter  should  not have a  material  adverse  effect  on the  financial
        position of The Equitable.  The  Equitable's  management  cannot make an
        estimate  of loss,  if any,  or predict  whether or not such matter will
        have a material adverse effect on The Equitable's  results of operations
        in any particular period.

        Alliance Capital

        In July 1995, a class action  complaint was filed against Alliance North
        American  Government  Income  Trust,  Inc.  (the  "Fund"),  Alliance and
        certain other defendants affiliated with Alliance, including the Holding
        Company,  alleging  violations  of Federal  securities  laws,  fraud and
        breach of fiduciary  duty in connection  with the Fund's  investments in
        Mexican and Argentine  securities.  The original complaint was dismissed
        in 1996;  on appeal,  the  dismissal  was  affirmed.  In  October  1996,
        plaintiffs  filed a  motion  for  leave  to file an  amended  complaint,
        alleging  the  Fund  failed  to  hedge  against  currency  risk  despite
        representations  that it would do so, the Fund did not properly disclose
        that it planned to invest in mortgage-backed  derivative  securities and
        two Fund  advertisements  misrepresented  the risks of  investing in the
        Fund. In October 1998,  the U.S. Court of Appeals for the Second Circuit
        issued an order granting plaintiffs' motion to file an amended complaint
        alleging  that the Fund  misrepresented  its  ability  to hedge  against
        currency  risk  and  denying  plaintiffs'  motion  to  file  an  amended
        complaint  containing the other allegations.  Alliance believes that the
        allegations in the amended complaint,  which was filed in February 1999,
        are without merit and intends to defend itself vigorously  against these
        claims.  While the ultimate  outcome of this matter cannot be determined
        at this time,  Alliance's management does not expect that it will have a
        material adverse effect on Alliance's results of operations or financial
        condition.

        DLJSC

        DLJSC is a defendant  along with certain other parties in a class action
        complaint  involving the underwriting of units,  consisting of notes and
        warrants  to  purchase  common  shares,  of Rickel  Home  Centers,  Inc.
        ("Rickel"), which filed a voluntary petition for reorganization pursuant
        to Chapter 11 of the Bankruptcy  Code. The complaint  seeks  unspecified
        compensatory  and punitive  damages from DLJSC, as an underwriter and as
        an owner of 7.3% of the common stock,  for alleged  violation of Federal
        securities  laws and  common  law fraud for  alleged  misstatements  and
        omissions contained in the prospectus and registration statement used in
        the offering of the units.  DLJSC is defending itself vigorously against
        all the allegations contained in the complaint. Although there can be no
        assurance,  DLJ's  management does not believe that the ultimate outcome
        of  this  litigation  will  have a  material  adverse  effect  on  DLJ's
        consolidated  financial  condition.  Due  to the  early  stage  of  this
        litigation,  based on the information  currently  available to it, DLJ's
        management  cannot predict  whether or not such  litigation  will have a
        material adverse effect on DLJ's results of operations in any particular
        period.

                                      F-33
<PAGE>

        DLJSC is a defendant in a purported  class action filed in a Texas State
        Court on behalf  of the  holders  of $550  million  principal  amount of
        subordinated   redeemable   discount   debentures  of  National   Gypsum
        Corporation  ("NGC").  The debentures were canceled in connection with a
        Chapter 11 plan of reorganization  for NGC consummated in July 1993. The
        litigation   seeks   compensatory   and  punitive  damages  for  DLJSC's
        activities as financial advisor to NGC in the course of NGC's Chapter 11
        proceedings.  Trial is  expected  in early May 1999.  DLJSC  intends  to
        defend itself  vigorously  against all the allegations  contained in the
        complaint. Although there can be no assurance, DLJ's management does not
        believe  that  the  ultimate  outcome  of this  litigation  will  have a
        material adverse effect on DLJ's consolidated financial condition. Based
        upon the information  currently available to it, DLJ's management cannot
        predict  whether or not such  litigation  will have a  material  adverse
        effect on DLJ's results of operations in any particular period.

        DLJSC is a  defendant  in a  complaint  which  alleges  that DLJSC and a
        number of other financial institutions and several individual defendants
        violated civil provisions of RICO by inducing  plaintiffs to invest over
        $40 million in The Securities  Groups,  a number of tax shelter  limited
        partnerships,  during the years 1978 through 1982. The  plaintiffs  seek
        recovery of the loss of their  entire  investment  and an  approximately
        equivalent  amount of  tax-related  damages.  Judgment for damages under
        RICO are subject to  trebling.  Discovery  is  complete.  Trial has been
        scheduled  for May 17,  1999.  DLJSC  believes  that it has  meritorious
        defenses  to the  complaints  and will  continue  to  contest  the suits
        vigorously.  Although there can be no assurance,  DLJ's  management does
        not believe that the  ultimate  outcome of this  litigation  will have a
        material adverse effect on DLJ's consolidated financial condition. Based
        upon the information  currently available to it, DLJ's management cannot
        predict  whether or not such  litigation  will have a  material  adverse
        effect on DLJ's results of operations in any particular period.

        DLJSC is a defendant  along with certain  other  parties in four actions
        involving Mid-American Waste Systems, Inc. ("Mid-American"), which filed
        a voluntary  petition for  reorganization  pursuant to Chapter 11 of the
        Bankruptcy  Code  in  January  1997.   Three  actions  seek  rescission,
        compensatory and punitive damages for DLJSC's role in underwriting notes
        of Mid-American.  The other action,  filed by the Plan Administrator for
        the bankruptcy  estate of Mid-American,  alleges that DLJSC is liable as
        an  underwriter  for alleged  misrepresentations  and  omissions  in the
        prospectus   for  the  notes,   and  liable  as  financial   advisor  to
        Mid-American  for  allegedly  failing to advise  Mid-American  about its
        financial condition.  DLJSC believes that it has meritorious defenses to
        the  complaints  and will  continue  to  contest  the suits  vigorously.
        Although there can be no assurance,  DLJ's  management  does not believe
        that the  ultimate  outcome  of this  litigation  will  have a  material
        adverse effect on DLJ's  consolidated  financial  condition.  Based upon
        information  currently  available to it, DLJ's management cannot predict
        whether or not such  litigation  will have a material  adverse effect on
        DLJ's results of operations in any particular period.

        Other Matters

        In addition to the matters  described above, the Holding Company and its
        subsidiaries  are involved in various legal actions and  proceedings  in
        connection  with their  businesses.  Some of the actions and proceedings
        have been brought on behalf of various  alleged classes of claimants and
        certain of these  claimants seek damages of unspecified  amounts.  While
        the ultimate outcome of such matters cannot be predicted with certainty,
        in the opinion of management no such matter is likely to have a material
        adverse  effect on the  Company's  consolidated  financial  position  or
        results of operations.

16)     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 1999 and the succeeding  four years are $98.7 million,  $92.7
        million,  $73.4 million, $59.9 million, $55.8 million and $550.1 million
        thereafter. Minimum future sublease rental income on these noncancelable
        leases  for 1999 and the  succeeding  four years is $7.6  million,  $5.6
        million,  $4.6  million,  $2.3  million,  $2.3 million and $25.4 million
        thereafter.

                                      F-34
<PAGE>

        At December 31, 1998, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1999
        and the succeeding four years is $189.2 million,  $177.0 million, $165.5
        million, $145.4 million, $122.8 million and $644.7 million thereafter.

17)     OTHER OPERATING COSTS AND EXPENSES

        Other operating costs and expenses consisted of the following:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>         
        Compensation costs.................................  $       772.0       $      721.5       $      704.8
        Commissions........................................          478.1              409.6              329.5
        Short-term debt interest expense...................           26.1               31.7                8.0
        Long-term debt interest expense....................           84.6              121.2              137.3
        Amortization of policy acquisition costs...........          292.7              287.3              405.2
        Capitalization of policy acquisition costs.........         (609.1)            (508.0)            (391.9)
        Rent expense, net of sublease income...............          100.0              101.8              113.7
        Cursitor intangible assets writedown...............            -                120.9                -
        Other..............................................        1,056.8              917.9              769.1
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     2,201.2       $    2,203.9       $    2,075.7
                                                            =================   ================   =================
</TABLE>

        During 1997 and 1996,  the Company  restructured  certain  operations in
        connection with cost reduction  programs and recorded pre-tax provisions
        of $42.4  million and $24.4  million,  respectively.  The  amounts  paid
        during 1998,  associated  with cost  reduction  programs,  totaled $22.6
        million.  At December 31, 1998,  the  liabilities  associated  with cost
        reduction  programs  amounted to $39.4 million.  The 1997 cost reduction
        program  included costs related to employee  termination and exit costs.
        The 1996 cost reduction program included  restructuring costs related to
        the consolidation of insurance operations' service centers. Amortization
        of DAC in 1996 included a $145.0  million  writeoff of DAC related to DI
        contracts.

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
        Superintendent  has broad discretion to determine  whether the financial
        condition of a stock life insurance company would support the payment of
        dividends to its  shareholders.  For 1998, 1997 and 1996,  statutory net
        income (loss)  totaled  $384.4  million,  $(351.7)  million and $(351.1)
        million,  respectively.  Statutory  surplus,  capital  stock  and  Asset
        Valuation  Reserve ("AVR") totaled $4,728.0 million and $3,907.1 million
        at December 31, 1998 and 1997, respectively. No dividends have been paid
        by Equitable Life to the Holding Company to date.

        At December 31, 1998, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $25.6  million  of  securities
        deposited with such government or state agencies.

        The differences  between  statutory surplus and capital stock determined
        in accordance  with Statutory  Accounting  Principles  ("SAP") and total
        shareholders' equity on a GAAP basis are primarily  attributable to: (a)
        inclusion  in  SAP  of  an  AVR  intended  to  stabilize   surplus  from
        fluctuations in the value of the investment portfolio; (b) future policy
        benefits and policyholders'  account balances under SAP differ from GAAP
        due  to  differences   between   actuarial   assumptions  and  reserving
        methodologies;  (c) certain policy  acquisition costs are expensed under
        SAP but deferred under GAAP and amortized over future periods to achieve
        a matching of  revenues  and  expenses;  (d)  Federal  income  taxes are
        generally  accrued  under SAP based upon  revenues  and  expenses in the
        Federal  income tax return while under GAAP deferred  taxes are provided
        for timing differences  between recognition of revenues and expenses for
        financial  reporting  and income tax  purposes;  (e) valuation of assets
        under SAP and GAAP  differ due to  different  investment  valuation  and
        depreciation methodologies,  as well as the deferral of interest-related
        realized capital gains and losses on fixed income  investments;  and (f)
        differences  in  the  accrual   methodologies  for  post-employment  and
        retirement benefit plans.

                                      F-35
<PAGE>

19)     BUSINESS SEGMENT INFORMATION

        The Company's  operations consist of Insurance and Investment  Services.
        The  Company's  management  evaluates the  performance  of each of these
        segments  independently  and  allocates  resources  based on current and
        future   requirements   of  each  segment.   Management   evaluates  the
        performance  of each segment based upon  operating  results  adjusted to
        exclude the effect of unusual or  non-recurring  events and transactions
        and  certain  revenue  and  expense  categories  not related to the base
        operations  of  the  particular   business  net  of  minority  interest.
        Information for all periods is presented on a comparable basis.

        Intersegment  investment  advisory and other fees of approximately $61.8
        million,  $84.1  million  and $129.2  million  for 1998,  1997 and 1996,
        respectively,  are included in total revenues of the Investment Services
        segment.   These  fees,   excluding   amounts  related  to  discontinued
        operations of $.5 million, $4.2 million and $13.3 million for 1998, 1997
        and 1996, respectively, are eliminated in consolidation.

        The following  tables  reconcile each  segment's  revenues and operating
        earnings to total  revenues  and  earnings  from  continuing  operations
        before Federal income taxes and cumulative  effect of accounting  change
        as reported on the consolidated statements of earnings and the segments'
        assets to total assets on the consolidated balance sheets, respectively.
<TABLE>
<CAPTION>

                                                                   Investment
                                                Insurance           Services        Elimination           Total
                                              ---------------   -----------------  ---------------   ----------------
                                                                          (In Millions)
        <S>                                    <C>               <C>                <C>               <C>         
        1998
        Segment revenues.....................  $     4,029.8     $    1,438.4       $        (5.7)    $    5,462.5
        Investment gains.....................           64.8             35.4                 -              100.2
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     4,094.6     $    1,473.8       $        (5.7)    $    5,562.7
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       688.6     $      284.3       $         -       $      972.9
        Investment gains , net of
          DAC and other charges..............           41.7             27.7                 -               69.4
        Pre-tax minority interest............            -              141.5                 -              141.5
                                              ---------------   -----------------  ---------------   ----------------
        Earnings from Continuing
          Operations.........................  $       730.3     $      453.5       $         -       $    1,183.8
                                              ===============   =================  ===============   ================

        Total Assets.........................  $    75,626.0     $   12,379.2       $       (64.4)    $   87,940.8
                                              ===============   =================  ===============   ================


        1997
        Segment revenues.....................  $     3,990.8     $    1,200.0       $       (7.7)     $    5,183.1
        Investment gains (losses)............         (318.8)           255.1                -               (63.7)
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     3,672.0     $    1,455.1       $       (7.7)     $    5,119.4
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       507.0     $      258.3       $        -        $      765.3
        Investment gains (losses), net of
          DAC and other charges..............         (292.5)           252.7                -               (39.8)
        Non-recurring costs and expenses.....          (41.7)          (121.6)               -              (163.3)
        Pre-tax minority interest............            -              108.5                -               108.5
                                              ---------------   -----------------  ---------------   ----------------
        Earnings from Continuing
          Operations.........................  $       172.8     $      497.9       $        -        $      670.7
                                              ===============   =================  ===============   ================

        Total Assets.........................  $    67,762.4     $   13,691.4       $      (96.1)     $   81,357.7
                                              ===============   =================  ===============   ================
</TABLE>

                                      F-36
<PAGE>

<TABLE>
<CAPTION>

                                                                   Investment
                                                Insurance           Services        Elimination           Total
                                              ---------------   -----------------  ---------------   ----------------
                                                                          (In Millions)
        <S>                                    <C>               <C>                <C>               <C>         
        1996
        Segment revenues.....................  $     3,789.1     $    1,105.5       $       (12.6)    $    4,882.0
        Investment gains (losses)............          (30.3)            20.5                 -               (9.8)
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     3,758.8     $    1,126.0       $       (12.6)    $    4,872.2
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       337.1     $      224.6       $         -       $      561.7
        Investment gains (losses), net of
          DAC and other charges..............          (37.2)            16.9                 -              (20.3)
        Reserve strengthening and DAC
          writeoff...........................         (393.0)             -                   -             (393.0)
        Non-recurring costs and
          expenses...........................          (22.3)            (1.1)                -              (23.4)
        Pre-tax minority interest............            -               83.6                 -               83.6
                                              ---------------   -----------------  ---------------   ----------------
        Earnings (Loss) from
          Continuing Operations..............  $      (115.4)    $      324.0       $         -       $      208.6
                                              ===============   =================  ===============   ================
</TABLE>

20)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

        The  quarterly  results of operations  for 1998 and 1997 are  summarized
        below:
<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                       ------------------------------------------------------------------------------
                                           March 31           June 30           September 30          December 31
                                       -----------------  -----------------   ------------------   ------------------
                                                                       (In Millions)
        <S>                            <C>                <C>                 <C>                  <C>         
        1998
        Total Revenues................  $     1,470.2      $     1,422.9       $    1,297.6         $    1,372.0
                                       =================  =================   ==================   ==================

        Earnings from Continuing
          Operations before
          Cumulative Effect
          of Accounting Change........  $       212.8      $       197.0       $      136.8         $      158.9
                                       =================  =================   ==================   ==================

        Net Earnings..................  $       213.3      $       198.3       $      137.5         $      159.1
                                       =================  =================   ==================   ==================

        1997
        Total Revenues................  $     1,266.0      $     1,552.8       $    1,279.0         $    1,021.6
                                       =================  =================   ==================   ==================

        Earnings from Continuing
          Operations before
          Cumulative Effect
          of Accounting Change........  $       117.4      $       222.5       $      145.1         $       39.4
                                       =================  =================   ==================   ==================

        Net Earnings (Loss)...........  $       114.1      $       223.1       $      144.9         $      (44.9)
                                       =================  =================   ==================   ==================
</TABLE>

        Net earnings for the three  months  ended  December 31, 1997  includes a
        charge of $212.0 million related to additions to valuation allowances on
        and   writeoffs   of  real  estate  of  $225.2   million,   and  reserve
        strengthening  on  discontinued  operations of $84.3 million offset by a
        reversal of prior years tax reserves of $97.5 million.

                                      F-37
<PAGE>

21)     INVESTMENT IN DLJ

        At December  31,  1998,  the  Company's  ownership  of DLJ  interest was
        approximately  32.5%. The Company's  ownership  interest will be further
        reduced  upon  the  issuance  of  common  stock  after  the  vesting  of
        forfeitable  restricted  stock units  acquired by and/or the exercise of
        options  granted to certain DLJ employees.  DLJ  restricted  stock units
        represents  forfeitable  rights to  receive  approximately  5.2  million
        shares of DLJ common stock through February 2000.

        The results of  operations  of DLJ are accounted for on the equity basis
        and  are  included  in  commissions,   fees  and  other  income  in  the
        consolidated statements of earnings. The Company's carrying value of DLJ
        is included in investment in and loans to affiliates in the consolidated
        balance sheets.

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

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>         
        Assets:
        Trading account securities, at market value............................  $   13,195.1       $   16,535.7
        Securities purchased under resale agreements...........................      20,063.3           22,628.8
        Broker-dealer related receivables......................................      34,264.5           28,159.3
        Other assets...........................................................       4,759.3            3,182.0
                                                                                ----------------   -----------------
        Total Assets...........................................................  $   72,282.2       $   70,505.8
                                                                                ================   =================

        Liabilities:
        Securities sold under repurchase agreements............................  $   35,775.6       $   36,006.7
        Broker-dealer related payables.........................................      26,161.5           26,127.2
        Short-term and long-term debt..........................................       3,997.6            3,249.5
        Other liabilities......................................................       3,219.8            2,860.9
                                                                                ----------------   -----------------
        Total liabilities......................................................      69,154.5           68,244.3
        DLJ's company-obligated mandatorily redeemed preferred
          securities of subsidiary trust holding solely debentures of DLJ......         200.0              200.0
        Total shareholders' equity.............................................       2,927.7            2,061.5
                                                                                ----------------   -----------------
        Total Liabilities, Cumulative Exchangeable Preferred Stock and
          Shareholders' Equity.................................................  $   72,282.2       $   70,505.8
                                                                                ================   =================

        DLJ's equity as reported...............................................  $    2,927.7       $    2,061.5
        Unamortized cost in excess of net assets acquired in 1985
          and other adjustments................................................          23.7               23.5
        The Holding Company's equity ownership in DLJ..........................      (1,002.4)            (740.2)
        Minority interest in DLJ...............................................      (1,118.2)            (729.3)
                                                                                ----------------   -----------------
        The Company's Carrying Value of DLJ....................................  $      830.8       $      615.5
                                                                                ================   =================
</TABLE>

                                      F-38
<PAGE>

        Summarized  statements of earnings information for DLJ reconciled to the
        Company's equity in earnings of DLJ is as follows:
<TABLE>
<CAPTION>

                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>         
        Commission, fees and other income......................................  $    3,184.7       $    2,430.7
        Net investment income..................................................       2,189.1            1,652.1
        Dealer, trading and investment gains, net..............................          33.2              557.7
                                                                                ----------------   -----------------
        Total revenues.........................................................       5,407.0            4,640.5
        Total expenses including income taxes..................................       5,036.2            4,232.2
                                                                                ----------------   -----------------
        Net earnings...........................................................         370.8              408.3
        Dividends on preferred stock...........................................          21.3               12.2
                                                                                ----------------   -----------------
        Earnings Applicable to Common Shares...................................  $      349.5       $      396.1
                                                                                ================   =================

        DLJ's earnings applicable to common shares as reported.................  $      349.5       $      396.1
        Amortization of cost in excess of net assets acquired in 1985..........           (.8)              (1.3)
        The Holding Company's equity in DLJ's earnings.........................        (136.8)            (156.8)
        Minority interest in DLJ...............................................         (99.5)            (109.1)
                                                                                ----------------   -----------------
        The Company's Equity in DLJ's Earnings.................................  $      112.4       $      128.9
                                                                                ================   =================
</TABLE>

22)     ACCOUNTING FOR STOCK-BASED COMPENSATION

        The  Holding  Company  sponsors a stock  option  plan for  employees  of
        Equitable  Life.  DLJ and Alliance  each sponsor  their own stock option
        plans for  certain  employees.  The  Company  has elected to continue to
        account for  stock-based  compensation  using the intrinsic value method
        prescribed  in APB No.  25. Had  compensation  expense  for the  Holding
        Company,  DLJ and  Alliance  Stock  Option  Incentive  Plan options been
        determined  based  on SFAS  No.  123's  fair  value  based  method,  the
        Company's  pro forma net  earnings  for 1998,  1997 and 1996  would have
        been:
<TABLE>
<CAPTION>

                                                                        1998              1997             1996
                                                                   ---------------   ---------------  ---------------
                                                                                     (In Millions)
       <S>                                                          <C>               <C>              <C>         
        Net Earnings:
          As reported.............................................  $      708.2      $     437.2      $       10.3
          Pro forma...............................................         678.4            426.3               3.3
</TABLE>

        The fair values of options  granted after  December 31, 1994,  used as a
        basis  for the above pro forma  disclosures,  were  estimated  as of the
        dates of grant using the Black-Scholes  option pricing model. The option
        pricing assumptions for 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>

                                    Holding Company                      DLJ                            Alliance
                             ------------------------------ ------------------------------- ----------------------------------
                               1998      1997       1996      1998       1997      1996       1998       1997         1996
                             --------- ---------- --------- ---------- -------------------- ---------------------- -----------

        <S>                  <C>        <C>       <C>        <C>        <C>       <C>        <C>        <C>         <C>  
        Dividend yield......  0.32%      0.48%     0.80%      0.69%      0.86%     1.54%      6.50%      8.00%       8.00%

        Expected volatility.   28%        20%       20%        40%        33%       25%        29%        26%         23%

        Risk-free interest
          rate..............  5.48%      5.99%     5.92%      5.53%      5.96%     6.07%      4.40%      5.70%       5.80%

        Expected life
          in years..........    5          5         5          5          5         5         7.2        7.2         7.4

        Weighted average
          fair value per
          option at
          grant-date........  $22.64    $12.25     $6.94     $16.27     $10.81     $4.03      $3.86      $2.18       $1.35
</TABLE>

                                      F-39
<PAGE>

        A summary of the Holding Company,  DLJ and Alliance's option plans is as
        follows:
<TABLE>
<CAPTION>

                                        Holding Company                     DLJ                         Alliance
                                  ----------------------------- ----------------------------- -----------------------------
                                                    Weighted                      Weighted                     Weighted
                                                    Average                       Average                       Average
                                                    Exercise                      Exercise                     Exercise
                                                    Price of                      Price of                     Price of
                                      Shares        Options         Shares        Options         Units         Options
                                  (In Millions)   Outstanding   (In Millions)   Outstanding   (In Millions)   Outstanding
                                  --------------- ------------- --------------- ------------- -----------------------------
       <S>                              <C>          <C>             <C>         <C>               <C>          <C>   
        Balance as of
          January 1, 1996........       6.7           $20.27         18.4         $13.50            9.6          $ 8.86
          Granted................        .7           $24.94          4.2         $16.27            1.4          $12.56
          Exercised..............       (.1)          $19.91          -                             (.8)         $ 6.82
          Expired................       -                             -                             -
          Forfeited..............       (.6)          $20.21          (.4)        $13.50            (.2)         $ 9.66
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1996......       6.7           $20.79         22.2         $14.03           10.0          $ 9.54
          Granted................       3.2           $41.85          6.4         $30.54            2.2          $18.28
          Exercised..............      (1.6)          $20.26          (.2)        $16.01           (1.2)         $ 8.06
          Forfeited..............       (.4)          $23.43          (.2)        $13.79            (.4)         $10.64
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1997......       7.9           $29.05         28.2         $17.78           10.6          $11.41
          Granted................       4.3           $66.26          1.5         $38.59            2.8          $26.28
          Exercised..............      (1.1)          $21.18         (1.4)        $14.91            (.9)         $ 8.91
          Forfeited..............       (.4)          $47.01          (.1)        $17.31            (.2)         $13.14
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1998......      10.7           $44.00         28.2         $19.04           12.3          $14.94
                                  ===============               =============                 ===============
</TABLE>

                                      F-40
<PAGE>

        Information  about options  outstanding  and exercisable at December 31,
        1998 is as follows:
<TABLE>
<CAPTION>

                                             Options Outstanding                          Options Exercisable
                             ----------------------------------------------------  -----------------------------------
                                                    Weighted
                                                    Average         Weighted                             Weighted
              Range of             Number          Remaining         Average             Number           Average
              Exercise          Outstanding       Contractual       Exercise          Exercisable        Exercise
               Prices          (In Millions)      Life (Years)        Price          (In Millions)         Price
        --------------------------------------- ----------------- ----------------  ------------------- ---------------

               Holding
               Company
        ----------------------
        <S>                        <C>                 <C>           <C>                <C>                <C>
        $18.125    -$27.75           3.7               5.19           $20.97              3.0              $20.33
        $28.50     -$45.25           3.0               8.68           $41.79              -
        $50.63     -$66.75           2.1               9.21           $52.73              -
        $81.94     -$82.56           1.9               9.62           $82.56              -
                              -----------------                                    -------------------
        $18.125    -$82.56          10.7               7.75           $44.00              3.0              $20.33
                              ================= ================= ================  ==================== ==============

                 DLJ
        ----------------------
        $13.50    -$25.99           22.3               7.1            $14.59             21.4              $15.05
        $26.00    -$38.99            5.0               8.8            $33.94              -
        $39.00    -$52.875            .9               9.4            $44.65              -
                              -----------------                                    -------------------
        $13.50    -$52.875          28.2               7.5            $19.04             21.4              $15.05
                              ================= ================== ==============  ===================== =============

              Alliance
        ----------------------
        $ 3.03    -$ 9.69            3.1               4.5            $ 8.03              2.4              $ 7.57
        $ 9.81    -$10.69            2.0               5.3            $10.05              1.6              $10.07
        $11.13    -$13.75            2.4               7.5            $11.92              1.0              $11.77
        $18.47    -$18.78            2.0               9.0            $18.48               .4              $18.48
        $22.50    -$26.31            2.8               9.9            $26.28              -                  -
                              -----------------                                    -------------------
        $  3.03   -$26.31           12.3               7.2            $14.94              5.4              $ 9.88
                              ================= =================== =============  ===================== =============
</TABLE>


                                      F-41


<PAGE>

                                  SUPPLEMENT TO
                   EQUITABLE ACCUMULATOR(SM) (IRA, NQ, AND QP)
                        PROSPECTUS DATED MAY 1, 1998, AND
              TAX SHELTERED ANNUITY SUPPLEMENT DATED JUNE 18, 1998

          Combination Variable and Fixed Deferred Annuity Certificates

                                    Issued By
            The Equitable Life Assurance Society of the United States

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

This supplement dated May 1, 1999, updates certain information in the
Accumulator prospectus dated May 1, 1998, as previously supplemented on January
4, 1999, of The Equitable Life Assurance Society of the United States (EQUITABLE
LIFE). You should keep the supplements and the prospectus for future reference.
We have filed with the Securities and Exchange Commission (SEC) our statement of
additional information (SAI) dated May 1, 1999. If you do not presently have a
copy of the prospectus and prior supplement, you may obtain additional copies,
as well as a copy of the SAI, from us, free of charge, by writing to Equitable
Life, P.O. Box 1547, Secaucus, NJ 07096-1547, call (800) 789-7771. If you only
need a copy of the SAI, you may mail in the SAI request form located at the end
of this supplement. The SAI has been incorporated by reference into this
supplement.


In this supplement we provide information on (1) three new Investment Funds; (2)
the proposed substitution of Portfolios; (3) unit values and number of
outstanding units for the Investment Funds; (4) Equitable Life; and (5) our Year
2000 progress.

(1) NEW INVESTMENT FUNDS
- ------------------------

You may now allocate your Contributions among 30 Investment Funds. The following
three new Investment Funds are available under your Certificate as of May 1,
1999.


o        EQ/Alliance Premier Growth
o        Capital Guardian Research
o        Capital Guardian U.S. Equity

Each new Investment Fund invests in a corresponding new Portfolio of EQ Advisors
Trust. The objectives and Adviser for each Portfolio are shown below:

<TABLE>
<CAPTION>
                                            PORTFOLIOS OF EQ ADVISORS TRUST
- ----------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME                        OBJECTIVE                            ADVISER
- ----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                  <C>

EQ/Alliance Premier Growth            Long-term growth of capital          Alliance Capital Management L.P.
- ----------------------------------------------------------------------------------------------------------------------
Capital Guardian Research             Long-term growth of capital          Capital Guardian Trust Company
- ----------------------------------------------------------------------------------------------------------------------
Capital Guardian U.S. Equity          Long-term growth of capital          Capital Guardian Trust Company
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


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


    Copyright 1999 The Equitable Life Assurance Society of the United States.
                              All rights reserved.
          Accumulator is a service mark of The Equitable Life Assurance
                         Society of the United States.


SUPPLEMENT DATED MAY 1, 1999

PROS AGTSUPP1 (5/99)


<PAGE>


THE FOLLOWING ARE THE EQ ADVISORS TRUST ANNUAL EXPENSES (AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS IN EACH PORTFOLIO):

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------
                                                                                                     TOTAL
                                                                               OTHER                 ANNUAL
                                       INVESTMENT                           EXPENSES(3)           EXPENSES(3)
                                       MANAGEMENT                          (AFTER EXPENSE        (AFTER EXPENSE
PORTFOLIOS(1)                        & ADVISORY FEES     12B-1 FEE(2)       LIMITATION)           LIMITATION)
- ----------                           ---------------     ---------          -----------           -----------
<S>                                       <C>               <C>                <C>                   <C>  
EQ/Alliance Premium Growth                0.90%             0.25%              0.00%                 1.15%
Capital Guardian Research                 0.65%             0.25%              0.05%                 0.95%
Capital Guardian U.S. Equity              0.65%             0.25%              0.05%                 0.95%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  The Portfolios commenced operations on May 1, 1999.

(2)  Portfolio shares are all subject to fees imposed under distribution plans
     (the "Rule 12b-1 Plans") adopted by The Hudson River Trust and EQ Advisors
     Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
     amended. The 12b-1 fee will not be increased for the life of the contracts.

(3)  The maximum investment management and advisory fees for each Portfolio of
     EQ Advisors Trust cannot be increased without a vote of that Portfolio's
     shareholders. See the prospectus for EQ Advisors Trust. The amounts shown
     as "Other Expenses" will fluctuate from year to year depending on actual
     expenses. However, EQ Financial Consultants, Inc. ("EQF"), EQ Advisors
     Trust's manager, has entered into an expense limitation agreement with
     respect to each Portfolio. Under this agreement EQF has agreed to waive or
     limit its fees and assume other expenses. Under the expense limitation
     agreement, total annual operating expenses of each Portfolio (other than
     interest, taxes, brokerage commissions, capitalized expenditures,
     extraordinary expenses, and 12b-1 fees) are limited for the average daily
     net assets of each Portfolio as follows: 0.90% for EQ/Alliance Premier
     Growth; 0.70% for Capital Guardian Research and Capital Guardian U.S.
     Equity. During 1999, EQF plans to change its name to AXA Advisors, Inc.

     Each Portfolio may at a later date make a reimbursement to EQF for any of
     the management fees waived or limited and other expenses assumed and paid
     by EQF pursuant to the expense limitation agreement provided that, among
     other things, such Portfolio has reached sufficient size to permit such
     reimbursement to be made and provided that the Portfolio's current annual
     operating expenses do not exceed the operating expense limit determined for
     such Portfolio.

THE FOLLOWING EXAMPLES SHOW THE EXPENSES WHICH YOU WOULD PAY IN THE SITUATIONS
ILLUSTRATED. PLEASE REFER TO YOUR PROSPECTUS FOR FURTHER EXPLANATION REGARDING
THE CALCULATION OF THE EXAMPLES.

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------
                                   IF YOU SURRENDER YOUR CERTIFICATE AT THE     IF YOU DO NOT SURRENDER YOUR CERTIFICATE
                                   END OF EACH PERIOD SHOWN, THE EXPENSES       AT THE END OF EACH PERIOD SHOWN, THE
                                   WOULD BE:                                    EXPENSES WOULD BE:
- ------------------------------------------------------------------------------------------------------------------------------
                                   1 YEAR   3 YEARS  5 YEARS  10 YEARS          1 YEAR      3 YEARS   5 YEARS  10 YEARS
- ------------------------------------------------------------------------------------------------------------------------------


<S>                                <C>      <C>           <C>    <C>            <C>         <C>         <C>       <C>
EQ/Alliance Premier Growth         $95.26   $133.87       --     --             $28.41      $87.34      --        --

Capital Guardian Research          $93.27   $127.92       --     --             $26.42      $81.38      --        --

Capital Guardian U.S. Equity       $93.27   $127.92       --     --             $26.42      $81.38      --        --
</TABLE>


ANNUITY ADMINISTRATIVE FEE. We generally deduct a $350 annuity administrative
fee from amounts applied to purchase certain life annuity payout options.
Assuming an annuity payout option could be issued and you elect a life annuity
payout option, the expenses shown in the example for "if you do not surrender
your Certificate" would, in each case, be increased by $4.43 based on the
average amount applied to annuity payout options in 1998.


                                       2
<PAGE>


(2) PROPOSED SUBSTITUTION OF PORTFOLIOS
- ---------------------------------------

We are asking the SEC to approve the substitution of 14 newly created Portfolios
of the EQ Advisors Trust for The Hudson River Trust Portfolios currently
available under the Investment Funds (the "Substitution"). The EQ Advisors Trust
Portfolios will have substantially identical investment objectives, strategies,
and policies as those of The Hudson River Trust Portfolios they would replace.
The assets of any Portfolio of The Hudson River Trust underlying your
Certificate would be transferred to the substituted EQ Advisors Trust Portfolio.

We believe that this Substitution will be in your best interest because you
would have a single set of Investment Funds with similar advisory structures.
You also will have a single EQ Advisors Trust prospectus for all the Portfolios,
rather than the two separate prospectuses you now receive. EQ Financial
Consultants Inc. will be the manager of the new EQ Advisors Trust Portfolios,
and Alliance Capital Management L.P. will continue to provide the day-to-day
advisory services to each of the new Portfolios.

You should note that:

o    No action is required on your part. You will not need to vote a proxy, file
     a new election, or take any other action if the SEC approves the
     Substitution.

o    The elections you have on file for allocating your annuity account value
     and contributions will remain unchanged until you direct us otherwise.

o    We will bear all expenses directly relating to the Substitution
     transaction.

o    The management fees for the new Portfolios will be the same as those for
     the corresponding Portfolios of The Hudson River Trust. Certain of the new
     EQ Advisor Trust Portfolios may have slightly higher expense ratios.

o    On the effective date of the Substitution transaction, your annuity account
     value (i.e., the units you own) in the Investment Funds will be the same as
     before the transaction.

o    The Substitution will have no tax consequences for you.

Please review the EQ Advisors Trust prospectus that accompanies this prospectus.
It contains more information about the EQ Advisors Trust, including its
management structure, advisory arrangements, and general fees and expenses that
will be of interest to you.

Subject to SEC approval, we expect the Substitution to be completed in the fall
of 1999. It will affect everyone who has a balance in The Hudson River Trust
Portfolios at that time. Of course, you may transfer your annuity account value
among the investment options, as usual.

We will notify you when we receive SEC approval, and again when the Substitution
is complete.


                                       3
<PAGE>



(3) UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH INVESTMENT FUND
- ------------------------------------------------------------------------

    ------------------------------------------------------------------------
                                                    FOR THE YEAR ENDING
                                                       DEC. 31, 1998
    ------------------------------------------------------------------------
    THE HUDSON RIVER TRUST FUNDS


    Alliance Aggressive Stock
         Unit value                                        $69.37
         Number of units outstanding (000s)                 293

    Alliance Common Stock
         Unit value                                       $237.18
         Number of units outstanding (000s)                 550

    Alliance Conservative Investors
         Unit value                                        $21.20
         Number of units outstanding (000s)                 659

    Alliance Equity Index
         Unit value                                        $26.73
         Number of units outstanding (000s)                  2

    Alliance Global
         Unit value                                        $32.58
         Number of units outstanding (000s)                 354

    Alliance Growth & Income
         Unit value                                        $20.99
         Number of units outstanding (000s)                1,853

    Alliance Growth Investors
         Unit value                                        $34.84
         Number of units outstanding (000s)                 694

    Alliance High Yield
         Unit value                                        $27.96
         Number of units outstanding (000s)                 801

    Alliance Intermediate Government Securities
         Unit value                                        $15.25
         Number of units outstanding (000s)                 929

    Alliance International
         Unit value                                        $12.40
         Number of units outstanding (000s)                 166

    Alliance Money Market
         Unit value                                        $25.92
         Number of units outstanding (000s)                1,566

    Alliance Small Cap Growth
         Unit value                                        $11.82
         Number of units outstanding (000s)                 775

    EQ ADVISORS TRUST FUNDS

    BT Equity 500 Index
         Unit value                                        $12.34
         Number of units outstanding (000s)                2,426

    BT International Equity Index
         Unit value                                        $11.85
         Number of units outstanding (000s)                 242



                                       4

<PAGE>



    ------------------------------------------------------------------------
                                                    FOR THE YEAR ENDING
                                                       DEC. 31, 1998
    ------------------------------------------------------------------------
    BT Small Company Index
         Unit value                                         $9.64
         Number of units outstanding (000s)                 284


    MFS Emerging Growth Companies
         Unit value                                        $16.10
         Number of units outstanding (000s)                1,942

    MFS Research
         Unit value                                        $14.08
         Number of units outstanding (000s)                1,479

    Merrill Lynch Basic Value Equity
         Unit value                                        $12.76
         Number of units outstanding (000s)                1,009

    Merrill Lynch World Strategy
         Unit value                                        $10.94
         Number of units outstanding (000s)                 140

    Morgan Stanley Emerging Markets Equity
         Unit value                                         $5.72
         Number of units outstanding (000s)                 177

    EQ/Putnam Balanced
         Unit value                                        $12.51
         Number of units outstanding (000s)                1,136

    EQ/Putnam Growth & Income Value
         Unit value                                        $12.82
         Number of units outstanding (000s)                 867

    T. Rowe Price Equity Income
         Unit value                                        $13.02
         Number of units outstanding (000s)                1,059

    T. Rowe Price International Stock
         Unit value                                        $10.95
         Number of units outstanding (000s)                 705

    Warburg Pincus Small Company Value
         Unit value                                        $10.48
         Number of units outstanding (000s)                 560

(4) UPDATED INFORMATION ON EQUITABLE LIFE 
- ----------------------------------------- 


We are The Equitable Life Assurance Society of the United States ("Equitable
Life"), a New York stock life insurance corporation. We have been doing business
since 1859. Equitable Life is a wholly owned subsidiary of The Equitable
Companies Incorporated ("Equitable Companies"), whose majority shareholder is
AXA, a French holding company for an international group of insurance and
related financial services companies. As a majority shareholder, and under its
other arrangements with Equitable Life and Equitable Life's parent, AXA
exercises significant influence over the operations and capital structure of
Equitable Life and its parent. No company other than Equitable Life, however,
has any legal responsibility to pay amounts that Equitable Life owes under the
contracts. During 1999, Equitable Companies plans to change its name to AXA
Financial, Inc.


                                       5
<PAGE>



Equitable Companies and its consolidated subsidiaries managed approximately
$347.5 billion in assets as of December 31, 1998. For over 100 years we have
been among the largest insurance companies in the United States. We are licensed
to sell life insurance and annuities in all fifty states, the District of
Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located
at 1290 Avenue of the Americas, New York, N.Y. 10104.

(5) ABOUT OUR YEAR 2000 PROGRESS 
- -------------------------------- 

Equitable Life relies upon various computer systems in order to administer your
Certificate and operate the Investment Options. Some of these systems belong to
service providers who are not affiliated with Equitable Life.

In 1995, Equitable Life began addressing the question of whether its computer
systems would recognize the year 2000 before, on or after January 1, 2000, and
Equitable Life has identified those of its systems critical to business
operations that were not year 2000 compliant. By year end 1998, the work of
modifying or replacing non-compliant systems was substantially completed.
Equitable Life has begun comprehensive testing of its year 2000 compliance and
expects that the testing will be substantially completed by June 30, 1999.
Equitable Life has contacted third-party service providers to seek confirmation
that they are acting to address the year 2000 issue with the goal of avoiding
any material adverse effect on services provided to Certificate owners and on
operations of the Investment Options. Most third-party service providers have
provided Equitable Life confirmation of their year 2000 compliance. Equitable
Life believes it is on schedule for substantially all such systems and services,
including those considered to be mission-critical, to be confirmed as year 2000
compliant, renovated, replaced or the subject of contingency plans, by June 30,
1999, except for one investment accounting system which is scheduled to be
replaced by August 31, 1999 and confirmed as year 2000 compliant by September
30, 1999. Additionally, Equitable Life will be supplementing its existing
business continuity and disaster recovery plans to cover certain categories of
contingencies that could arise as a result of year 2000 related failures. Year
2000 specific contingency plans are anticipated to be in place by June 30, 1999.

There are many risks associated with year 2000 issues, including the risk that
Equitable Life's computer systems will not operate as intended. Additionally,
there can be no assurance that the systems of third parties will be year 2000
compliant. Any significant unresolved difficulty related to the year 2000
compliance initiatives could result in an interruption in, or a failure of,
normal business operations and, accordingly, could have a material adverse
effect on our ability to administer your Certificate and operate the Investment
Options.

To the fullest extent permitted by law, the foregoing year 2000 discussion is a
"Year 2000 Readiness Disclosure" within the meaning of The Year 2000 Information
and Readiness Disclosure Act, 15 U.S.C. Sec. 1 (1998).


                                       6
<PAGE>



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



                                                                       PAGE
                                                                       ----
Custodian and Independent Accountants                                    2

Yield Information for the Alliance Money Market Fund, 
     Alliance High Yield Fund, and Alliance Intermediate 
     Government Securities Fund                                          2

Financial Statements                                                     2




HOW TO OBTAIN AN ACCUMULATOR STATEMENT OF ADDITIONAL INFORMATION FOR SEPARATE
ACCOUNT NO. 45

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


Please send me an Accumulator SAI dated May 1, 1999 for the Accumulator
Prospectus dated May 1, 1998 as supplemented on January 4, 1999:




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



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


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



                                       7


<PAGE>

                         SUPPLEMENT TO INCOME MANAGER(R)
                   ACCUMULATOR(SM) AND ROLLOVER IRA PROSPECTUSES
                             DATED DECEMBER 31, 1997

          Combination Variable and Fixed Deferred Annuity Certificates

                                    Issued By
            The Equitable Life Assurance Society of the United States

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

This supplement dated May 1, 1999, updates certain information in the Income
Manager prospectuses dated December 31, 1997, as previously supplemented on May
1, 1998, and January 4, 1999, of The Equitable Life Assurance Society of the
United States (EQUITABLE LIFE). You should keep the supplements and the
prospectus for future reference. We have filed with the Securities and Exchange
Commission (SEC) our statement of additional information (SAI) dated May 1,
1999. If you do not presently have a copy of the prospectus and prior
supplements, you may obtain additional copies, as well as a copy of the SAI,
from us, free of charge, by writing to Equitable Life, P.O. Box 1547, Secaucus,
NJ 07096-1547, call (800) 789-7771. If you only need a copy of the SAI, you may
mail in the SAI request form located at the end of this supplement. The SAI has
been incorporated by reference into this supplement.


In this supplement we provide information on (1) three new Investment Funds; (2)
the proposed substitution of Portfolios; (3) unit values and number of
outstanding units for the Investment Funds; (4) Equitable Life; and (5) our Year
2000 progress.

(1) NEW INVESTMENT FUNDS
- ------------------------


You may now allocate your Contributions among 30 Investment Funds. The following
three new Investment Funds are available under your Certificate as of May 1,
1999.

o    EQ/Alliance Premier Growth 
o    Capital Guardian Research 
o    Capital Guardian U.S. Equity

Each new Investment Fund invests in a corresponding new Portfolio of EQ Advisors
Trust. The objectives and Adviser for each Portfolio are shown below:



                         PORTFOLIOS OF EQ ADVISORS TRUST
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME                        OBJECTIVE                            ADVISER
- ----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                  <C>
EQ/Alliance Premier Growth            Long-term growth of capital          Alliance Capital Management L.P.
- ----------------------------------------------------------------------------------------------------------------------
Capital Guardian Research             Long-term growth of capital          Capital Guardian Trust Company
- ----------------------------------------------------------------------------------------------------------------------
Capital Guardian U.S. Equity          Long-term growth of capital          Capital Guardian Trust Company
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>




- --------------------------------------------------------------------------------
   Copyright 1999 The Equitable Life Assurance Society of the United States.
             All rights reserved. Accumulator is a service mark and
               Income Manager is a registered service mark of The
             Equitable Life Assurance Society of the United States.


SUPPLEMENT DATED MAY 1, 1999

PROS AGTSUPP2 (5/99)


<PAGE>


THE FOLLOWING ARE THE EQ ADVISORS TRUST ANNUAL EXPENSES (AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS IN EACH PORTFOLIO):

<TABLE>

<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                                                                     TOTAL
                                                                               OTHER                 ANNUAL
                                       INVESTMENT                           EXPENSES(3)           EXPENSES(3)
                                       MANAGEMENT                          (AFTER EXPENSE        (AFTER EXPENSE
PORTFOLIOS(1)                        & ADVISORY FEES     12B-1 FEE(2)       LIMITATION)           LIMITATION)
- ----------                           ---------------     ---------          -----------           -----------
<S>                                       <C>               <C>                <C>                   <C>  
EQ/Alliance Premium Growth                0.90%             0.25%              0.00%                 1.15%
Capital Guardian Research                 0.65%             0.25%              0.05%                 0.95%
Capital Guardian U.S. Equity              0.65%             0.25%              0.05%                 0.95%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  The Portfolios commenced operations on May 1, 1999.

(2)  Portfolio shares are all subject to fees imposed under distribution plans
     (the "Rule 12b-1 Plans") adopted by The Hudson River Trust and EQ Advisors
     Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
     amended. The 12b-1 fee will not be increased for the life of the contracts.

(3)  The maximum investment management and advisory fees for each Portfolio of
     EQ Advisors Trust cannot be increased without a vote of that Portfolio's
     shareholders. See the prospectus for EQ Advisors Trust. The amounts shown
     as "Other Expenses" will fluctuate from year to year depending on actual
     expenses. However, EQ Financial Consultants, Inc. ("EQF"), EQ Advisors
     Trust's manager, has entered into an expense limitation agreement with
     respect to each Portfolio. Under this agreement EQF has agreed to waive or
     limit its fees and assume other expenses. Under the expense limitation
     agreement, total annual operating expenses of each Portfolio (other than
     interest, taxes, brokerage commissions, capitalized expenditures,
     extraordinary expenses, and 12b-1 fees) are limited for the average daily
     net assets of each Portfolio as follows: 0.90% for EQ/Alliance Premier
     Growth; 0.70% for Capital Guardian Research and Capital Guardian U.S.
     Equity. During 1999, EQF plans to change its name to AXA Advisors, Inc.

     Each Portfolio may at a later date make a reimbursement to EQF for any of
     the management fees waived or limited and other expenses assumed and paid
     by EQF pursuant to the expense limitation agreement provided that, among
     other things, such Portfolio has reached sufficient size to permit such
     reimbursement to be made and provided that the Portfolio's current annual
     operating expenses do not exceed the operating expense limit determined for
     such Portfolio.

THE FOLLOWING EXAMPLES SHOW THE EXPENSES WHICH YOU WOULD PAY IN THE SITUATIONS
ILLUSTRATED. PLEASE REFER TO YOUR PROSPECTUS FOR FURTHER EXPLANATION REGARDING
THE CALCULATION OF THE EXAMPLES.



                    COMBINED GUARANTEED MINIMUM DEATH BENEFIT
             AND GUARANTEED MINIMUM INCOME BENEFIT (PLAN A) ELECTION
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                                   IF YOU SURRENDER YOUR CERTIFICATE AT THE     IF YOU DO NOT SURRENDER YOUR CERTIFICATE
                                   END OF EACH PERIOD SHOWN, THE EXPENSES       AT THE END OF EACH PERIOD SHOWN, THE
                                   WOULD BE:                                    EXPENSES WOULD BE:
- ----------------------------------------------------------------------------------------------------------------------------
                                   1 YEAR   3 YEARS  5 YEARS  10 YEARS          1 YEAR      3 YEARS   5 YEARS  10 YEARS
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                <C>      <C>           <C>    <C>            <C>         <C>         <C>       <C>
EQ/Alliance Premier Growth         $93.22   $131.02       --     --             $27.99      $86.37      --        --
Capital Guardian Research          $91.23   $125.05       --     --             $26.00      $80.40      --        --
Capital Guardian U.S. Equity       $91.23   $125.05       --     --             $26.00      $80.40      --        --
</TABLE>

                                                                        


                                        2
<PAGE>


<TABLE>

<CAPTION>
                          GUARANTEED MINIMUM DEATH BENEFIT ONLY BENEFIT (PLAN B) ELECTION
- ----------------------------------------------------------------------------------------------------------------------------
                                   IF YOU SURRENDER YOUR CERTIFICATE AT THE     IF YOU DO NOT SURRENDER YOUR CERTIFICATE
                                   END OF EACH PERIOD SHOWN, THE EXPENSES       AT THE END OF EACH PERIOD SHOWN, THE
                                   WOULD BE:                                    EXPENSES WOULD BE:
- ----------------------------------------------------------------------------------------------------------------------------
                                   1 YEAR   3 YEARS  5 YEARS  10 YEARS          1 YEAR      3 YEARS   5 YEARS  10 YEARS
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                <C>      <C>           <C>    <C>            <C>         <C>         <C>       <C>
EQ/Alliance Premier Growth         $93.22   $125.75       --     --             $25.34      $78.13      --        --
Capital Guardian Research          $91.23   $119.76       --     --             $23.35      $72.14      --        --
Capital Guardian U.S. Equity       $91.23   $119.76       --     --             $23.35      $72.14      --        --
</TABLE>

                                                                          
ANNUITY ADMINISTRATIVE FEE. We generally deduct a $350 annuity administrative
fee from amounts applied to purchase certain life annuity payout options.
Assuming an annuity payout option could be issued and you elect a life annuity
payout option, the expenses shown in the examples for "if you do not surrender
your Certificate" would, in each case, be increased by $4.43 based on the
average amount applied to annuity payout options in 1998.


(2) PROPOSED SUBSTITUTION OF PORTFOLIOS
- ---------------------------------------


We are asking the SEC to approve the substitution of 14 newly created Portfolios
of the EQ Advisors Trust for The Hudson River Trust Portfolios currently
available under the Investment Funds (the "Substitution"). The EQ Advisors Trust
Portfolios will have substantially identical investment objectives, strategies,
and policies as those of The Hudson River Trust Portfolios they would replace.
The assets of any Portfolio of The Hudson River Trust underlying your
Certificate would be transferred to the substituted EQ Advisors Trust Portfolio.

We believe that this Substitution will be in your best interest because you
would have a single set of Investment Funds with similar advisory structures.
You also will have a single EQ Advisors Trust prospectus for all the Portfolios,
rather than the two separate prospectuses you now receive. EQ Financial
Consultants Inc. will be the manager of the new EQ Advisors Trust Portfolios,
and Alliance Capital Management L.P. will continue to provide the day-to-day
advisory services to each of the new Portfolios.

You should note that:

o    No action is required on your part. You will not need to vote a proxy, file
     a new election, or take any other action if the SEC approves the
     Substitution. 

o    The elections you have on file for allocating your annuity account value
     and contributions will remain unchanged until you direct us otherwise. 

o    We will bear all expenses directly relating to the Substitution
     transaction. 

o    The management fees for the new Portfolios will be the same as those for
     the corresponding Portfolios of The Hudson River Trust. Certain of the new
     EQ Advisor Trust Portfolios may have slightly higher expense ratios. 

o    On the effective date of the Substitution transaction, your annuity account
     value (i.e., the units you own) in the Investment Funds will be the same as
     before the transaction. 

o    The Substitution will have no tax consequences for you.



                                       3
<PAGE>


Please review the EQ Advisors Trust prospectus that accompanies this prospectus.
It contains more information about the EQ Advisors Trust, including its
management structure, advisory arrangements, and general fees and expenses that
will be of interest to you.

Subject to SEC approval, we expect the Substitution to be completed in the fall
of 1999. It will affect everyone who has a balance in The Hudson River Trust
Portfolios at that time. Of course, you may transfer your annuity account value
among the investment options, as usual.

We will notify you when we receive SEC approval, and again when the Substitution
is complete.

(3) UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH INVESTMENT FUND
- ------------------------------------------------------------------------

      ------------------------------------------------------------------------
                                                      FOR THE YEAR ENDING
                                                         DEC. 31, 1998
      ------------------------------------------------------------------------
      THE HUDSON RIVER TRUST FUNDS

      Alliance Aggressive Stock
           Unit value                                        $71.21
           Number of units outstanding (000s)                 680

      Alliance Common Stock
           Unit value                                       $248.45
           Number of units outstanding (000s)                1,101

      Alliance Conservative Investors
           Unit value                                        $21.60
           Number of units outstanding (000s)                 860

      Alliance Equity Index
           Unit value                                        $26.99
           Number of units outstanding (000s)                 14

      Alliance Global
           Unit value                                        $33.34
           Number of units outstanding (000s)                 668

      Alliance Growth & Income
           Unit value                                        $21.22
           Number of units outstanding (000s)                3,845


      Alliance Growth Investors
           Unit value                                        $30.22
           Number of units outstanding (000s)                1,359


      Alliance High Yield
           Unit value                                        $28.65
           Number of units outstanding (000s)                1,451

      Alliance Intermediate Government Securities
           Unit value                                        $15.49
           Number of units outstanding (000s)                1,079


      Alliance International
           Unit value                                        $12.49
           Number of units outstanding (000s)                 438


      Alliance Money Market
           Unit value                                        $26.85
           Number of units outstanding (000s)                1,193



                                       4


<PAGE>


      ------------------------------------------------------------------------
                                                      FOR THE YEAR ENDING
                                                         DEC. 31, 1998
      ------------------------------------------------------------------------
      Alliance Small Cap Growth
           Unit value                                        $11.86
           Number of units outstanding (000s)                2,306


      EQ ADVISORS TRUST FUNDS
      BT Equity 500 Index
           Unit value                                        $12.37
           Number of units outstanding (000s)                2,189

      BT International Equity Index
           Unit value                                        $11.87
           Number of units outstanding (000s)                 209

      BT Small Company Index
           Unit value                                         $9.66
           Number of units outstanding (000s)                 244

      MFS Emerging Growth Companies
           Unit value                                        $16.16
           Number of units outstanding (000s)                2,619

      MFS Research
           Unit value                                        $14.13
           Number of units outstanding (000s)                2,283

      Merrill Lynch Basic Value Equity
           Unit value                                        $12.81
           Number of units outstanding (000s)                2,127

      Merrill Lynch World Strategy
           Unit value                                        $10.97
           Number of units outstanding (000s)                 402

      Morgan Stanley Emerging Markets Equity
           Unit value                                         $5.73
           Number of units outstanding (000s)                 567

      EQ/Putnam Balanced
           Unit value                                        $12.56
           Number of units outstanding (000s)                1,625

      EQ/Putnam Growth & Income Value
           Unit value                                        $12.86
           Number of units outstanding (000s)                2,347

      T. Rowe Price Equity Income
           Unit value                                        $13.07
           Number of units outstanding (000s)                3,102

      T. Rowe Price International Stock
           Unit value                                        $10.98
           Number of units outstanding (000s)                1,995

      Warburg Pincus Small Company Value
           Unit value                                        $10.52
           Number of units outstanding (000s)                2,984




                                       5


<PAGE>



(4) UPDATED INFORMATION ON EQUITABLE LIFE 
- ------------------------------------------


We are The Equitable Life Assurance Society of the United States ("Equitable
Life"), a New York stock life insurance corporation. We have been doing business
since 1859. Equitable Life is a wholly owned subsidiary of The Equitable
Companies Incorporated ("Equitable Companies"), whose majority shareholder is
AXA, a French holding company for an international group of insurance and
related financial services companies. As a majority shareholder, and under its
other arrangements with Equitable Life and Equitable Life's parent, AXA
exercises significant influence over the operations and capital structure of
Equitable Life and its parent. No company other than Equitable Life, however,
has any legal responsibility to pay amounts that Equitable Life owes under the
contracts. During 1999, Equitable Companies plans to change its name to AXA
Financial, Inc.

Equitable Companies and its consolidated subsidiaries managed approximately
$347.5 billion in assets as of December 31, 1998. For over 100 years we have
been among the largest insurance companies in the United States. We are licensed
to sell life insurance and annuities in all fifty states, the District of
Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located
at 1290 Avenue of the Americas, New York, N.Y. 10104.


(5) ABOUT OUR YEAR 2000 PROGRESS 
- ---------------------------------


Equitable Life relies upon various computer systems in order to administer your
Certificate and operate the Investment Options. Some of these systems belong to
service providers who are not affiliated with Equitable Life.

In 1995, Equitable Life began addressing the question of whether its computer
systems would recognize the year 2000 before, on or after January 1, 2000, and
Equitable Life has identified those of its systems critical to business
operations that were not year 2000 compliant. By year end 1998, the work of
modifying or replacing non-compliant systems was substantially completed.
Equitable Life has begun comprehensive testing of its year 2000 compliance and
expects that the testing will be substantially completed by June 30, 1999.
Equitable Life has contacted third-party service providers to seek confirmation
that they are acting to address the year 2000 issue with the goal of avoiding
any material adverse effect on services provided to Certificate owners and on
operations of the Investment Options. Most third-party service providers have
provided Equitable Life confirmation of their year 2000 compliance. Equitable
Life believes it is on schedule for substantially all such systems and services,
including those considered to be mission-critical, to be confirmed as year 2000
compliant, renovated, replaced or the subject of contingency plans, by June 30,
1999, except for one investment accounting system which is scheduled to be
replaced by August 31, 1999 and confirmed as year 2000 compliant by September
30, 1999. Additionally, Equitable Life will be supplementing its existing
business continuity and disaster recovery plans to cover certain categories of
contingencies that could arise as a result of year 2000 related failures. Year
2000 specific contingency plans are anticipated to be in place by June 30, 1999.

There are many risks associated with year 2000 issues, including the risk that
Equitable Life's computer systems will not operate as intended. Additionally,
there can be no assurance that the systems of third parties will be year 2000
compliant. Any significant unresolved difficulty related to the year 2000
compliance initiatives could result in an interruption in, or a failure of,
normal business operations and, accordingly, could have a material adverse
effect on our ability to administer your Certificate and operate the Investment
Options.



                                       6


<PAGE>


To the fullest extent permitted by law, the foregoing year 2000 discussion is a
"Year 2000 Readiness Disclosure" within the meaning of The Year 2000 Information
and Readiness Disclosure Act, 15 U.S.C. Sec. 1 (1998).










                                       7


<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------

                                        STATEMENT OF ADDITIONAL INFORMATION
                                                 TABLE OF CONTENTS

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


                                                                                               PAGE
                                                                                               ----
<S>                                                                                              <C>
Custodian and Independent Accountants                                                            2

Yield Information for the Alliance Money Market Fund, Alliance High
     Yield Fund, and Alliance Intermediate Government Securities Fund                            2

Financial Statements                                                                             2
</TABLE>




       HOW TO OBTAIN AN INCOME MANAGER STATEMENT OF ADDITIONAL INFORMATION
                           FOR SEPARATE ACCOUNT NO. 45

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



Please send me an Income Manager SAI dated May 1, 1999 for the Income Manager
Prospectuses dated December 31, 1997 as supplemented on May 1, 1998 and January
4, 1999.



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

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

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





                                       8




<PAGE>


                         SUPPLEMENT TO INCOME MANAGER(R)
                   ACCUMULATOR(SM) AND ROLLOVER IRA PROSPECTUSES
                             DATED OCTOBER 17, 1996

          Combination Variable and Fixed Deferred Annuity Certificates

                                    Issued By
            The Equitable Life Assurance Society of the United States

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

This supplement dated May 1, 1999, updates certain information in the Income
Manager prospectuses dated October 17, 1996 as previously supplemented on May 1,
1997, December 31, 1997, May 1, 1998, and January 4, 1999, of The Equitable Life
Assurance Society of the United States (EQUITABLE LIFE). You should keep the
supplements and the prospectus for future reference. We have filed with the
Securities and Exchange Commission (SEC) our statement of additional information
(SAI) dated May 1, 1999. If you do not presently have a copy of the prospectus
and prior supplements, you may obtain additional copies, as well as a copy of
the SAI, from us, free of charge, by writing to Equitable Life, P.O. Box 1547,
Secaucus, NJ 07096-1547, call (800) 789-7771. If you only need a copy of the
SAI, you may mail in the SAI request form located at the end of this supplement.
The SAI has been incorporated by reference into this supplement.

In this supplement we provide information on (1) three new Investment Funds; (2)
the proposed substitution of Portfolios; (3) unit values and number of
outstanding units for the Investment Funds; (4) Equitable Life; and (5) our Year
2000 progress.

(1) NEW INVESTMENT FUNDS
- ------------------------

You may now allocate your Contributions among 30 Investment Funds. The following
three new Investment Funds are available under your Certificate as of May 1,
1999.

o    EQ/Alliance Premier Growth 

o    Capital Guardian Research

o    Capital Guardian U.S. Equity

Each new Investment Fund invests in a corresponding new Portfolio of EQ Advisors
Trust. The objectives and Adviser for each Portfolio are shown below:

                         PORTFOLIOS OF EQ ADVISORS TRUST
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME                        OBJECTIVE                            ADVISER
- ----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                  <C>
EQ/Alliance Premier Growth            Long-term growth of capital          Alliance Capital Management L.P.
- ----------------------------------------------------------------------------------------------------------------------
Capital Guardian Research             Long-term growth of capital          Capital Guardian Trust Company
- ----------------------------------------------------------------------------------------------------------------------
Capital Guardian U.S. Equity          Long-term growth of capital          Capital Guardian Trust Company
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>





- --------------------------------------------------------------------------------
    Copyright 1999 The Equitable Life Assurance Society of the United States.
             All rights reserved. Accumulator is a service mark and
                 Income Manager is a registered service mark of
           The Equitable Life Assurance Society of the United States.


SUPPLEMENT DATED MAY 1, 1999

PROS AGTSUPP3 (5/99)

<PAGE>


THE FOLLOWING ARE THE EQ ADVISORS TRUST ANNUAL EXPENSES (AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS IN EACH PORTFOLIO):

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                                                                                     TOTAL
                                                                               OTHER                 ANNUAL
                                       INVESTMENT                           EXPENSES(3)           EXPENSES(3)
                                       MANAGEMENT                          (AFTER EXPENSE        (AFTER EXPENSE
PORTFOLIOS(1)                        & ADVISORY FEES     12B-1 FEE(2)       LIMITATION)           LIMITATION)
- ----------                           ---------------     ---------          -----------           -----------
<S>                                       <C>               <C>                <C>                   <C>  
EQ/Alliance Premium Growth                0.90%             0.25%              0.00%                 1.15%
Capital Guardian Research                 0.65%             0.25%              0.05%                 0.95%
Capital Guardian U.S. Equity              0.65%             0.25%              0.05%                 0.95%
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The Portfolios commenced operations on May 1, 1999.

(2)  Portfolio shares are all subject to fees imposed under distribution plans
     (the "Rule 12b-1 Plans") adopted by The Hudson River Trust and EQ Advisors
     Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
     amended. The 12b-1 fee will not be increased for the life of the contracts.

(3)  The maximum investment management and advisory fees for each Portfolio of
     EQ Advisors Trust cannot be increased without a vote of that Portfolio's
     shareholders. See the prospectus for EQ Advisors Trust. The amounts shown
     as "Other Expenses" will fluctuate from year to year depending on actual
     expenses. However, EQ Financial Consultants, Inc. ("EQF"), EQ Advisors
     Trust's manager, has entered into an expense limitation agreement with
     respect to each Portfolio. Under this agreement EQF has agreed to waive or
     limit its fees and assume other expenses. Under the expense limitation
     agreement, total annual operating expenses of each Portfolio (other than
     interest, taxes, brokerage commissions, capitalized expenditures,
     extraordinary expenses, and 12b-1 fees) are limited for the average daily
     net assets of each Portfolio as follows: 0.90% for EQ/Alliance Premier
     Growth; 0.70% for Capital Guardian Research and Capital Guardian U.S.
     Equity. During 1999, EQF plans to change its name to AXA Advisors, Inc.

     Each Portfolio may at a later date make a reimbursement to EQF for any of
     the management fees waived or limited and other expenses assumed and paid
     by EQF pursuant to the expense limitation agreement provided that, among
     other things, such Portfolio has reached sufficient size to permit such
     reimbursement to be made and provided that the Portfolio's current annual
     operating expenses do not exceed the operating expense limit determined for
     such Portfolio.

THE FOLLOWING EXAMPLES SHOW THE EXPENSES WHICH YOU WOULD PAY IN THE SITUATIONS
ILLUSTRATED. PLEASE REFER TO YOUR PROSPECTUS FOR FURTHER EXPLANATION REGARDING
THE CALCULATION OF THE EXAMPLES.

<TABLE>
<CAPTION>
                                            COMBINED GMDB/GMIB BENEFIT (PLAN A) ELECTION
- ------------------------------------------------------------------------------------------------------------------------------------
                                   IF YOU SURRENDER YOUR CERTIFICATE AT THE    IF YOU DO NOT SURRENDER YOUR CERTIFICATE
                                   END OF EACH PERIOD SHOWN, THE EXPENSES      AT THE END OF EACH PERIOD SHOWN, THE
                                   WOULD BE:                                   EXPENSES WOULD BE:
- ------------------------------------------------------------------------------------------------------------------------------------
                                   1 YEAR   3 YEARS  5 YEARS  10 YEARS          1 YEAR      3 YEARS   5 YEARS  10 YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>      <C>           <C>    <C>            <C>        <C>          <C>       <C>
EQ/Alliance Premier Growth         $96.22   $143.66       --     --             $32.99     $101.03      --        --
Capital Guardian Research          $94.23   $137.72       --     --             $31.00      $95.09      --        --
Capital Guardian U.S. Equity       $94.23   $137.72       --     --             $31.00      $95.09      --        --
</TABLE>



                                        2
<PAGE>



<TABLE>
<CAPTION>
                                                 GMDB ONLY BENEFIT (PLAN B) ELECTION
- ------------------------------------------------------------------------------------------------------------------------------------
                                   IF YOU SURRENDER YOUR CERTIFICATE AT THE    IF YOU DO NOT SURRENDER YOUR CERTIFICATE
                                   END OF EACH PERIOD SHOWN, THE EXPENSES      AT THE END OF EACH PERIOD SHOWN, THE
                                   WOULD BE:                                   EXPENSES WOULD BE:
- ------------------------------------------------------------------------------------------------------------------------------------
                                   1 YEAR   3 YEARS  5 YEARS  10 YEARS          1 YEAR      3 YEARS   5 YEARS  10 YEARS
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>      <C>           <C>    <C>            <C>        <C>          <C>       <C>
EQ/Alliance Premier Growth         $96.22   $138.39       --     --             $30.34      $92.78      --        --
Capital Guardian Research          $94.23   $132.44       --     --             $28.35      $86.81      --        --
Capital Guardian U.S. Equity       $94.23   $132.44       --     --             $28.35      $86.81      --        --
</TABLE>


ANNUITY ADMINISTRATIVE FEE. We generally deduct a $350 annuity administrative
fee from amounts applied to purchase certain life annuity payout options.
Assuming an annuity payout option could be issued and you elect a life annuity
payout option, the expenses shown in the examples for "if you do not surrender
your Certificate" would, in each case, be increased by $4.43 based on the
average amount applied to annuity payout options in 1998.

(2) PROPOSED SUBSTITUTION OF PORTFOLIOS
- ---------------------------------------

We are asking the SEC to approve the substitution of 14 newly created Portfolios
of the EQ Advisors Trust for The Hudson River Trust Portfolios currently
available under the Investment Funds (the "Substitution"). The EQ Advisors Trust
Portfolios will have substantially identical investment objectives, strategies,
and policies as those of The Hudson River Trust Portfolios they would replace.
The assets of any Portfolio of The Hudson River Trust underlying your
Certificate would be transferred to the substituted EQ Advisors Trust Portfolio.

We believe that this Substitution will be in your best interest because you
would have a single set of Investment Funds with similar advisory structures.
You also will have a single EQ Advisors Trust prospectus for all the Portfolios,
rather than the two separate prospectuses you now receive. EQ Financial
Consultants Inc. will be the manager of the new EQ Advisors Trust Portfolios,
and Alliance Capital Management L.P. will continue to provide the day-to-day
advisory services to each of the new Portfolios.

You should note that:

o    No action is required on your part. You will not need to vote a proxy, file
     a new election, or take any other action if the SEC approves the
     Substitution.

o    The elections you have on file for allocating your annuity account value
     and contributions will remain unchanged until you direct us otherwise.

o    We will bear all expenses directly relating to the Substitution
     transaction.

o    The management fees for the new Portfolios will be the same as those for
     the corresponding Portfolios of The Hudson River Trust. Certain of the new
     EQ Advisor Trust Portfolios may have slightly higher expense ratios.

o    On the effective date of the Substitution transaction, your annuity account
     value (i.e., the units you own) in the Investment Funds will be the same as
     before the transaction.

o    The Substitution will have no tax consequences for you.



                                       3
<PAGE>


Please review the EQ Advisors Trust prospectus that accompanies this prospectus.
It contains more information about the EQ Advisors Trust, including its
management structure, advisory arrangements, and general fees and expenses that
will be of interest to you.

Subject to SEC approval, we expect the Substitution to be completed in the fall
of 1999. It will affect everyone who has a balance in The Hudson River Trust
Portfolios at that time. Of course, you may transfer your annuity account value
among the investment options, as usual.

We will notify you when we receive SEC approval, and again when the Substitution
is complete.

(3) UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH INVESTMENT FUND
- ------------------------------------------------------------------------

        ------------------------------------------------------------------------
                                                        FOR THE YEAR ENDING
                                                           DEC. 31, 1998
        ------------------------------------------------------------------------
        THE HUDSON RIVER TRUST FUNDS
        Alliance Aggressive Stock
             Unit value                                        $71.60
             Number of units outstanding (000s)                1,101
        Alliance Common Stock
             Unit value                                       $249.88
             Number of units outstanding (000s)                1,079
        Alliance Conservative Investors
             Unit value                                        $21.68
             Number of units outstanding (000s)                 865
        Alliance Global
             Unit value                                        $33.53
             Number of units outstanding (000s)                 971
        Alliance Growth & Income
             Unit value                                        $21.30
             Number of units outstanding (000s)                3,481
        Alliance Growth Investors
             Unit value                                        $35.70
             Number of units outstanding (000s)                1,515
        Alliance High Yield
             Unit value                                        $28.81
             Number of units outstanding (000s)                 173
        Alliance Intermediate Government Securities
             Unit value                                        $15.55
             Number of units outstanding (000s)                 524
        Alliance International
             Unit value                                        $12.54
             Number of units outstanding (000s)                1,001
        Alliance Money Market
             Unit value                                        $26.92
             Number of units outstanding (000s)                 839
        Alliance Small Cap Growth
             Unit value                                        $11.90
             Number of units outstanding (000s)                 314


                                       4
<PAGE>

        ------------------------------------------------------------------------
                                                        FOR THE YEAR ENDING
                                                           DEC. 31, 1998
        ------------------------------------------------------------------------
        EQ ADVISORS TRUST FUNDS
        BT Equity 500 Index
             Unit value                                        $12.37
             Number of units outstanding (000s)                2,189
        BT International Equity Index
             Unit value                                        $11.87
             Number of units outstanding (000s)                 209
        BT Small Company Index
             Unit value                                         $9.66
             Number of units outstanding (000s)                 244
        MFS Emerging Growth Companies
             Unit value                                        $16.16
             Number of units outstanding (000s)                2,619
        MFS Research
             Unit value                                        $14.13
             Number of units outstanding (000s)                2,283
        Merrill Lynch Basic Value Equity
             Unit value                                        $12.81
             Number of units outstanding (000s)                2,127
        Merrill Lynch World Strategy
             Unit value                                        $10.97
             Number of units outstanding (000s)                 402
        Morgan Stanley Emerging Markets Equity
             Unit value                                         $5.73
             Number of units outstanding (000s)                 567
        EQ/Putnam Balanced
             Unit value                                        $12.56
             Number of units outstanding (000s)                1,625
        EQ/Putnam Growth & Income Value
             Unit value                                        $12.86
             Number of units outstanding (000s)                2,347
        T. Rowe Price Equity Income
             Unit value                                        $13.07
             Number of units outstanding (000s)                3,102
        T. Rowe Price International Stock
             Unit value                                        $10.98
             Number of units outstanding (000s)                1,995
        Warburg Pincus Small Company Value
             Unit value                                        $10.52
             Number of units outstanding (000s)                2,984


                                       5
<PAGE>






(4) UPDATED INFORMATION ON EQUITABLE LIFE
- -----------------------------------------

We are The Equitable Life Assurance Society of the United States ("Equitable
Life"), a New York stock life insurance corporation. We have been doing business
since 1859. Equitable Life is a wholly owned subsidiary of The Equitable
Companies Incorporated ("Equitable Companies"), whose majority shareholder is
AXA, a French holding company for an international group of insurance and
related financial services companies. As a majority shareholder, and under its
other arrangements with Equitable Life and Equitable Life's parent, AXA
exercises significant influence over the operations and capital structure of
Equitable Life and its parent. No company other than Equitable Life, however,
has any legal responsibility to pay amounts that Equitable Life owes under the
contracts. During 1999, Equitable Companies plans to change its name to AXA
Financial, Inc.

Equitable Companies and its consolidated subsidiaries managed approximately
$347.5 billion in assets as of December 31, 1998. For over 100 years we have
been among the largest insurance companies in the United States. We are licensed
to sell life insurance and annuities in all fifty states, the District of
Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located
at 1290 Avenue of the Americas, New York, N.Y. 10104.

(5) ABOUT OUR YEAR 2000 PROGRESS 
- ---------------------------------

      Equitable Life relies upon various computer systems in order to administer
your Certificate and operate the Investment Options. Some of these systems
belong to service providers who are not affiliated with Equitable Life.

      In 1995, Equitable Life began addressing the question of whether its
computer systems would recognize the year 2000 before, on or after January 1,
2000, and Equitable Life has identified those of its systems critical to
business operations that were not year 2000 compliant. By year end 1998, the
work of modifying or replacing non-compliant systems was substantially
completed. Equitable Life has begun comprehensive testing of its year 2000
compliance and expects that the testing will be substantially completed by June
30, 1999. Equitable Life has contacted third-party service providers to seek
confirmation that they are acting to address the year 2000 issue with the goal
of avoiding any material adverse effect on services provided to Certificate
owners and on operations of the Investment Options. Most third-party service
providers have provided Equitable Life confirmation of their year 2000
compliance. Equitable Life believes it is on schedule for substantially all such
systems and services, including those considered to be mission-critical, to be
confirmed as year 2000 compliant, renovated, replaced or the subject of
contingency plans, by June 30, 1999, except for one investment accounting system
which is scheduled to be replaced by August 31, 1999 and confirmed as year 2000
compliant by September 30, 1999. Additionally, Equitable Life will be
supplementing its existing business continuity and disaster recovery plans to
cover certain categories of contingencies that could arise as a result of year
2000 related failures. Year 2000 specific contingency plans are anticipated to
be in place by June 30, 1999.

      There are many risks associated with year 2000 issues, including the risk
that Equitable Life's computer systems will not operate as intended.
Additionally, there can be no assurance that the systems of third parties will
be year 2000 compliant. Any significant unresolved difficulty related to the
year 2000 compliance initiatives could result in an interruption in, or a
failure of, normal business operations and, accordingly, could have a material
adverse effect on our ability to administer your Certificate and operate the
Investment Options.



                                       6
<PAGE>


      To the fullest extent permitted by law, the foregoing year 2000 discussion
is a "Year 2000 Readiness Disclosure" within the meaning of The Year 2000
Information and Readiness Disclosure Act, 15 U.S.C. Sec. 1 (1998).






















                                       7
<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------

                                      STATEMENT OF ADDITIONAL INFORMATION
                                               TABLE OF CONTENTS

- --------------------------------------------------------------------------------------------------------------
                                                                                               PAGE
                                                                                               ----
<S>                                                                                              <C>
Custodian and Independent Accountants                                                            2

Yield Information for the Alliance Money Market Fund, Alliance High
   Yield Fund, and Alliance Intermediate Government Securities Fund                              2

Financial Statements                                                                             2
</TABLE>




       HOW TO OBTAIN AN INCOME MANAGER STATEMENT OF ADDITIONAL INFORMATION
                           FOR SEPARATE ACCOUNT NO. 45

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


Please send me an Income Manager SAI dated May 1, 1999 for the Income Manager
Prospectuses dated October 17, 1996 as supplemented on May 1, 1997, December 31,
1997, May 1, 1998, and January 4, 1999:




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

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

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














                                       8



<PAGE>


                         SUPPLEMENT TO INCOME MANAGER(R)
                   ACCUMULATOR(SM) AND ROLLOVER IRA PROSPECTUSES
                                DATED MAY 1, 1996

          Combination Variable and Fixed Deferred Annuity Certificates

                                    Issued By
            The Equitable Life Assurance Society of the United States

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

This supplement dated May 1, 1999, updates certain information in the Income
Manager prospectuses dated May 1, 1996 as previously supplemented on May 1,
1997, December 31, 1997, May 1, 1998, and January 4, 1999, of The Equitable Life
Assurance Society of the United States (EQUITABLE LIFE). You should keep the
supplements and the prospectus for future reference. We have filed with the
Securities and Exchange Commission (SEC) our statement of additional information
(SAI) dated May 1, 1999. If you do not presently have a copy of the prospectus
and prior supplements, you may obtain additional copies, as well as a copy of
the SAI, from us, free of charge, by writing to Equitable Life, P.O. Box 1547,
Secaucus, NJ 07096-1547, call (800) 789-7771. If you only need a copy of the
SAI, you may mail in the SAI request form located at the end of this supplement.
The SAI has been incorporated by reference into this supplement.


In this supplement we provide information on (1) three new Investment Funds; (2)
the proposed substitution of Portfolios; (3) unit values and number of
outstanding units for the Investment Funds; (4) Equitable Life; and (5) our Year
2000 progress.


(1) NEW INVESTMENT FUNDS
- ------------------------

You may now allocate your Contributions among 30 Investment Funds. The following
three new Investment Funds are available under your Certificate as of May 1,
1999.

o   EQ/Alliance Premier Growth
o   Capital Guardian Research
o   Capital Guardian U.S. Equity

Each new Investment Fund invests in a corresponding new Portfolio of EQ Advisors
Trust. The objectives and Adviser for each Portfolio are shown below:

<TABLE>
<CAPTION>
                                            PORTFOLIOS OF EQ ADVISORS TRUST
- ----------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME                        OBJECTIVE                            ADVISER
- ----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                  <C>

EQ/Alliance Premier Growth            Long-term growth of capital          Alliance Capital Management L.P.
- ----------------------------------------------------------------------------------------------------------------------
Capital Guardian Research             Long-term growth of capital          Capital Guardian Trust Company
- ----------------------------------------------------------------------------------------------------------------------
Capital Guardian U.S. Equity          Long-term growth of capital          Capital Guardian Trust Company
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


- --------------------------------------------------------------------------------
    Copyright 1999 The Equitable Life Assurance Society of the United States.
             All rights reserved. Accumulator is a service mark and
          Income Manager is a registered service mark of The Equitable
                  Life Assurance Society of the United States.


SUPPLEMENT DATED MAY 1, 1999

PROS AGTSUPP4 (5/99)


<PAGE>


THE FOLLOWING ARE THE EQ ADVISORS TRUST ANNUAL EXPENSES (AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS IN EACH PORTFOLIO):
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                                                                                     TOTAL
                                                                               OTHER                 ANNUAL
                                       INVESTMENT                           EXPENSES(3)           EXPENSES(3)
                                       MANAGEMENT                          (AFTER EXPENSE        (AFTER EXPENSE
PORTFOLIOS(1)                        & ADVISORY FEES     12B-1 FEE(2)       LIMITATION)           LIMITATION)
- ----------                           ---------------     ---------          -----------           -----------
<S>                                       <C>               <C>                <C>                   <C>  
EQ/Alliance Premium Growth                0.90%             0.25%              0.00%                 1.15%
Capital Guardian Research                 0.65%             0.25%              0.05%                 0.95%
Capital Guardian U.S. Equity              0.65%             0.25%              0.05%                 0.95%
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  The Portfolios commenced operations on May 1, 1999.

(2)  Portfolio shares are all subject to fees imposed under distribution plans
     (the "Rule 12b-1 Plans") adopted by The Hudson River Trust and EQ Advisors
     Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
     amended. The 12b-1 fee will not be increased for the life of the contracts.

(3)  The maximum investment management and advisory fees for each Portfolio of
     EQ Advisors Trust cannot be increased without a vote of that Portfolio's
     shareholders. See the prospectus for EQ Advisors Trust. The amounts shown
     as "Other Expenses" will fluctuate from year to year depending on actual
     expenses. However, EQ Financial Consultants, Inc. ("EQF"), EQ Advisors
     Trust's manager, has entered into an expense limitation agreement with
     respect to each Portfolio. Under this agreement EQF has agreed to waive or
     limit its fees and assume other expenses. Under the expense limitation
     agreement, total annual operating expenses of each Portfolio (other than
     interest, taxes, brokerage commissions, capitalized expenditures,
     extraordinary expenses, and 12b-1 fees) are limited for the average daily
     net assets of each Portfolio as follows: 0.90% for EQ/Alliance Premier
     Growth; 0.70% for Capital Guardian Research and Capital Guardian U.S.
     Equity. During 1999, EQF plans to change its name to AXA Advisors, Inc.

     Each Portfolio may at a later date make a reimbursement to EQF for any of
     the management fees waived or limited and other expenses assumed and paid
     by EQF pursuant to the expense limitation agreement provided that, among
     other things, such Portfolio has reached sufficient size to permit such
     reimbursement to be made and provided that the Portfolio's current annual
     operating expenses do not exceed the operating expense limit determined for
     such Portfolio.

THE FOLLOWING EXAMPLES SHOW THE EXPENSES WHICH YOU WOULD PAY IN THE SITUATIONS
ILLUSTRATED. PLEASE REFER TO YOUR PROSPECTUS FOR FURTHER EXPLANATION REGARDING
THE CALCULATION OF THE EXAMPLES.

<TABLE>
<CAPTION>
                                             FOR ACCUMULATOR CERTIFICATES
- ------------------------------------------------------------------------------------------------------------------------------
                                   IF YOU SURRENDER YOUR CERTIFICATE      IF YOU DO NOT SURRENDER YOUR CERTIFICATE
                                   AT THE END OF EACH PERIOD SHOWN,       AT THE END OF EACH PERIOD SHOWN, THE
                                   THE EXPENSES WOULD BE:                 EXPENSES WOULD BE:

                                   1 YEAR   3 YEARS  5 YEARS  10 YEARS    1 YEAR      3 YEARS   5 YEARS  10 YEARS
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>      <C>        <C>       <C>      <C>         <C>         <C>       <C>     
EQ/Alliance Premier Growth         $96.22   $141.56    --        --       $31.93      $97.73      --        --
Capital Guardian Research          $94.23   $135.61    --        --       $29.94      $91.78      --        --
Capital Guardian U.S. Equity       $94.23   $135.61    --        --       $29.94      $91.78      --        --
</TABLE>                                                    

                                       2

<PAGE>


<TABLE>
<CAPTION>
                                             FOR ROLLOVER IRA CERTIFICATES
- ------------------------------------------------------------------------------------------------------------------------------
                                   IF YOU SURRENDER YOUR CERTIFICATE      IF YOU DO NOT SURRENDER YOUR CERTIFICATE
                                   AT THE END OF EACH PERIOD SHOWN,       AT THE END OF EACH PERIOD SHOWN, THE
                                   THE EXPENSES WOULD BE:                 EXPENSES WOULD BE:

                                   1 YEAR   3 YEARS  5 YEARS  10 YEARS    1 YEAR      3 YEARS   5 YEARS  10 YEARS
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>      <C>        <C>       <C>        <C>         <C>         <C>       <C>     
EQ/Alliance Premier Growth         $96.22   $138.39    --        --         $30.34      $92.78      --        --
Capital Guardian Research          $94.23   $132.44    --        --         $28.35      $86.81      --        --
Capital Guardian U.S. Equity       $94.23   $132.44    --        --         $28.35      $86.81      --        --
</TABLE>                                                            

ANNUITY ADMINISTRATIVE FEE. We generally deduct a $350 annuity administrative
fee from amounts applied to purchase certain life annuity payout options.
Assuming an annuity payout option could be issued and you elect a life annuity
payout option, the expenses shown in the examples for "if you do not surrender
your Certificate" would, in each case, be increased by $4.43 based on the
average amount applied to annuity payout options in 1998.

(2) PROPOSED SUBSTITUTION OF PORTFOLIOS
- ---------------------------------------

We are asking the SEC to approve the substitution of 14 newly created Portfolios
of the EQ Advisors Trust for The Hudson River Trust Portfolios currently
available under the Investment Funds (the "Substitution"). The EQ Advisors Trust
Portfolios will have substantially identical investment objectives, strategies,
and policies as those of The Hudson River Trust Portfolios they would replace.
The assets of any Portfolio of The Hudson River Trust underlying your
Certificate would be transferred to the substituted EQ Advisors Trust Portfolio.

We believe that this Substitution will be in your best interest because you
would have a single set of Investment Funds with similar advisory structures.
You also will have a single EQ Advisors Trust prospectus for all the Portfolios,
rather than the two separate prospectuses you now receive. EQ Financial
Consultants Inc. will be the manager of the new EQ Advisors Trust Portfolios,
and Alliance Capital Management L.P. will continue to provide the day-to-day
advisory services to each of the new Portfolios.

You should note that:

o    No action is required on your part. You will not need to vote a proxy, file
     a new election, or take any other action if the SEC approves the
     Substitution.

o    The elections you have on file for allocating your annuity account value
     and contributions will remain unchanged until you direct us otherwise.

o    We will bear all expenses directly relating to the Substitution
     transaction.

o    The management fees for the new Portfolios will be the same as those for
     the corresponding Portfolios of The Hudson River Trust. Certain of the new
     EQ Advisor Trust Portfolios may have slightly higher expense ratios.

o    On the effective date of the Substitution transaction, your annuity account
     value (i.e., the units you own) in the Investment Funds will be the same as
     before the transaction.

o    The Substitution will have no tax consequences for you.


                                       3

<PAGE>


Please review the EQ Advisors Trust prospectus that accompanies this prospectus.
It contains more information about the EQ Advisors Trust, including its
management structure, advisory arrangements, and general fees and expenses that
will be of interest to you.

Subject to SEC approval, we expect the Substitution to be completed in the fall
of 1999. It will affect everyone who has a balance in The Hudson River Trust
Portfolios at that time. Of course, you may transfer your annuity account value
among the investment options, as usual.

We will notify you when we receive SEC approval, and again when the Substitution
is complete.


(3) UNIT VALUES AND NUMBER OF UNITS OUTSTANDING FOR EACH INVESTMENT FUND
- ------------------------------------------------------------------------


           ---------------------------------------------------------------------
                                                           FOR THE YEAR ENDING
                                                              DEC. 31, 1998
           ---------------------------------------------------------------------
           THE HUDSON RIVER TRUST FUNDS


           Alliance Aggressive Stock
                Unit value                                        $71.60
                Number of units outstanding (000s)                 1,101
           Alliance Common Stock
                Unit value                                       $249.88
                Number of units outstanding (000s)                 1,079
           Alliance Conservative Investors
                Unit value                                        $21.68
                Number of units outstanding (000s)                  865
           Alliance Global
                Unit value                                        $33.53
                Number of units outstanding (000s)                  971
           Alliance Growth & Income
                Unit value                                        $21.30
                Number of units outstanding (000s)                 3,481
           Alliance Growth Investors
                Unit value                                        $35.70
                Number of units outstanding (000s)                 1,515
           Alliance High Yield
                Unit value                                        $28.81
                Number of units outstanding (000s)                  173
           Alliance Intermediate Government Securities
                Unit value                                        $15.55
                Number of units outstanding (000s)                  524
           Alliance International
                Unit value                                        $12.54
                Number of units outstanding (000s)                 1,001
           Alliance Money Market
                Unit value                                        $26.92
                Number of units outstanding (000s)                  839
           Alliance Small Cap Growth
                Unit value                                        $11.90
                Number of units outstanding (000s)                  314


                                       4

<PAGE>

           ---------------------------------------------------------------------
                                                           FOR THE YEAR ENDING
                                                              DEC. 31, 1998
           ---------------------------------------------------------------------
           EQ ADVISORS TRUST FUNDS

           BT Equity 500 Index
                Unit value                                        $12.37
                Number of units outstanding (000s)                 2,189
           BT International Equity Index
                Unit value                                        $11.87
                Number of units outstanding (000s)                  209
           BT Small Company Index
                Unit value                                         $9.66
                Number of units outstanding (000s)                  244
           MFS Emerging Growth Companies
                Unit value                                        $16.16
                Number of units outstanding (000s)                 2,619
           MFS Research
                Unit value                                        $14.13
                Number of units outstanding (000s)                 2,283
           Merrill Lynch Basic Value Equity
                Unit value                                        $12.81
                Number of units outstanding (000s)                 2,127
           Merrill Lynch World Strategy
                Unit value                                        $10.97
                Number of units outstanding (000s)                  402
           Morgan Stanley Emerging Markets Equity
                Unit value                                         $5.73
                Number of units outstanding (000s)                  567
           EQ/Putnam Balanced
                Unit value                                        $12.56
                Number of units outstanding (000s)                 1,625
           EQ/Putnam Growth & Income Value
                Unit value                                        $12.86
                Number of units outstanding (000s)                 2,347
           T. Rowe Price Equity Income
                Unit value                                        $13.07
                Number of units outstanding (000s)                 3,102
           T. Rowe Price International Stock
                Unit value                                        $10.98
                Number of units outstanding (000s)                 1,995
           Warburg Pincus Small Company Value
                Unit value                                        $10.52
                Number of units outstanding (000s)                 2,984

                                       5

<PAGE>



(4) UPDATED INFORMATION ON EQUITABLE LIFE
- -----------------------------------------


We are The Equitable Life Assurance Society of the United States ("Equitable
Life"), a New York stock life insurance corporation. We have been doing business
since 1859. Equitable Life is a wholly owned subsidiary of The Equitable
Companies Incorporated ("Equitable Companies"), whose majority shareholder is
AXA, a French holding company for an international group of insurance and
related financial services companies. As a majority shareholder, and under its
other arrangements with Equitable Life and Equitable Life's parent, AXA
exercises significant influence over the operations and capital structure of
Equitable Life and its parent. No company other than Equitable Life, however,
has any legal responsibility to pay amounts that Equitable Life owes under the
contracts. During 1999, Equitable Companies plans to change its name to AXA
Financial, Inc.

Equitable Companies and its consolidated subsidiaries managed approximately
$347.5 billion in assets as of December 31, 1998. For over 100 years we have
been among the largest insurance companies in the United States. We are licensed
to sell life insurance and annuities in all fifty states, the District of
Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is located
at 1290 Avenue of the Americas, New York, N.Y. 10104.


(5) ABOUT OUR YEAR 2000 PROGRESS 
- --------------------------------


         Equitable Life relies upon various computer systems in order to
administer your Certificate and operate the Investment Options. Some of these
systems belong to service providers who are not affiliated with Equitable Life.

         In 1995, Equitable Life began addressing the question of whether its
computer systems would recognize the year 2000 before, on or after January 1,
2000, and Equitable Life has identified those of its systems critical to
business operations that were not year 2000 compliant. By year end 1998, the
work of modifying or replacing non-compliant systems was substantially
completed. Equitable Life has begun comprehensive testing of its year 2000
compliance and expects that the testing will be substantially completed by June
30, 1999. Equitable Life has contacted third-party service providers to seek
confirmation that they are acting to address the year 2000 issue with the goal
of avoiding any material adverse effect on services provided to Certificate
owners and on operations of the Investment Options. Most third-party service
providers have provided Equitable Life confirmation of their year 2000
compliance. Equitable Life believes it is on schedule for substantially all such
systems and services, including those considered to be mission-critical, to be
confirmed as year 2000 compliant, renovated, replaced or the subject of
contingency plans, by June 30, 1999, except for one investment accounting system
which is scheduled to be replaced by August 31, 1999 and confirmed as year 2000
compliant by September 30, 1999. Additionally, Equitable Life will be
supplementing its existing business continuity and disaster recovery plans to
cover certain categories of contingencies that could arise as a result of year
2000 related failures. Year 2000 specific contingency plans are anticipated to
be in place by June 30, 1999.

         There are many risks associated with year 2000 issues, including the
risk that Equitable Life's computer systems will not operate as intended.
Additionally, there can be no assurance that the systems of third parties will
be year 2000 compliant. Any significant unresolved difficulty related to the
year 2000 compliance initiatives could result in an interruption in, or a
failure of, normal business operations and, accordingly, could have a material
adverse effect on our ability to administer your Certificate and operate the
Investment Options.

                                       6

<PAGE>


         To the fullest extent permitted by law, the foregoing year 2000
discussion is a "Year 2000 Readiness Disclosure" within the meaning of The Year
2000 Information and Readiness Disclosure Act, 15 U.S.C. Sec. 1 (1998).



                                       7

<PAGE>


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

                       STATEMENT OF ADDITIONAL INFORMATION
                                TABLE OF CONTENTS

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


                                                                     PAGE
                                                                     ----
Custodian and Independent Accountants                                  2


Yield Information for the Alliance Money Market Fund, 
     Alliance High Yield Fund, and Alliance Intermediate               2
     Government Securities Fund 


Financial Statements                                                   2




            HOW TO OBTAIN AN INCOME MANAGER STATEMENT OF ADDITIONAL INFORMATION
                              FOR SEPARATE ACCOUNT NO. 45

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


Please send me an Income Manager SAI dated May 1, 1999 for the Income Manager
Prospectuses dated May 1, 1996 as supplemented on May 1, 1997, December 31,
1997, May 1, 1998, and January 4, 1999:




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

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

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


                                       8


<PAGE>

                             EQUITABLE ACCUMULATOR(SM)
                       STATEMENT OF ADDITIONAL INFORMATION
                                   MAY 1, 1999

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


                            COMBINATION VARIABLE AND
                        FIXED DEFERRED ANNUITY CONTRACTS

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                 1290 AVENUE OF THE AMERICAS, NEW YORK, NY 10104

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

This statement of additional information ("SAI") is not a prospectus. It should
be read in conjunction with the related Separate Account No. 45 prospectus for
the Equitable Accumulator dated May 1, 1998 as supplemented on January 4, 1999.
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 (Post Office Box 1547, Secaucus, NJ 07096-1547), by calling
1-800-789-7771 toll-free, or by contacting your agent.



<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                       TABLE OF CONTENTS
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                         PAGE
<S>                                                                                                        <C>

Custodian and Independent Accountants                                                                      2
- -------------------------------------------------------------------------------------------------------------------------------
Yield Information for the Alliance Money Market Fund, Alliance High Yield Fund,                            2
  and Alliance Intermediate Government Securities Fund
- -------------------------------------------------------------------------------------------------------------------------------
Financial Statements                                                                                       2
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>






    Copyright 1999 The Equitable Life Assurance Society of the United States.
              All rights reserved. Accumulator is a service mark of
           The Equitable Life Assurance Society of the United States.




(AGTSUPPSAI 5/99)


<PAGE>



- --------------------------------------------------------------------------------
CUSTODIAN AND INDEPENDENT ACCOUNTANTS

Equitable Life is the custodian for the shares of The Hudson River Trust and EQ
Advisors Trust owned by the variable annuity options.

The financial statements of Separate Account No. 45 as at December 31, 1998 and
for the periods ended December 31, 1998 and 1997, and the consolidated financial
statements of Equitable Life as at December 31, 1998 and 1997 and for each of
the three years ended December 31, 1998 included in this SAI have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.


- --------------------------------------------------------------------------------
YIELD INFORMATION FOR THE
  ALLIANCE MONEY MARKET FUND,
  ALLIANCE HIGH YIELD FUND, AND
  ALLIANCE INTERMEDIATE
  GOVERNMENT SECURITIES FUND


The yields for the Alliance Money Market Fund, Alliance High Yield Fund, and
Alliance Intermediate Government Securities Fund reflect charges that are not
normally reflected in the yields of other investments. Therefore, they may be
lower when compared with yields of other investments. The yields for the
Alliance Money Market Fund, Alliance High Yield Fund, and Alliance Intermediate
Government Securities Fund should not be compared to the return on fixed rate
investments which guarantee rates of interest for specified periods, such as the
fixed interest options. Nor should the yields be compared to the yields of money
market options made available to the general public.

The yields reflect the deduction of Investment Fund expenses, they are lower
than the corresponding yield figures for the Alliance Money Market, Alliance
High Yield, and Alliance Intermediate Government Securities Portfolios which
reflect only the deduction of The Hudson River Trust-level expenses.


- --------------------------------------------------------------------------------
The seven-day current yield for the Alliance Money Market Fund was 4.19% for the
period ended December 31, 1998. The effective yield for that period was 4.28%.

The 30-day current yield for the Alliance High Yield Fund was 12.89% for the
period ended December 31, 1998.

The 30-day current yield for the Intermediate Government Securities Fund was
3.15% for the period ended December 31, 1998.


- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS

The consolidated financial statements of Equitable Life included herein should
be considered only as bearing upon the ability of Equitable Life to meet its
obligations under the contracts.


                                        2




<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

INDEX TO FINANCIAL STATEMENTS

Report of Independent Accountants .....................................     FS-2
Financial Statements:
   Statements of Assets and Liabilities, December 31, 1998 ............     FS-3
   Statements of Operations for the Year Ended December 31, 1998 ......     FS-6
   Statements of Changes in Net Assets for the Years Ended
     December 31, 1998 and 1997 .......................................     FS-9
   Notes to Financial Statements ......................................    FS-15


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Accountants .....................................      F-1
Consolidated Financial Statements:
   Consolidated Balance Sheets, December 31, 1998 and 1997 ............      F-2
   Consolidated Statements of Earnings, Years Ended December
     31, 1998, 1997 and 1996 ..........................................      F-3
   Consolidated Statements of Shareholder's Equity, Years Ended
     December 31, 1998,
      1997 and 1996 ...................................................      F-4
   Consolidated Statements of Cash Flows, Years Ended December 31,
     1998, 1997 and 1996 ..............................................      F-5
   Notes to Consolidated Financial Statements .........................      F-6


                                      FS-1
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
The Equitable Life Assurance Society of the United States
and Contractowners of Separate Account No. 45
of The Equitable Life Assurance Society of the United States

In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of the Alliance Money Market Fund,
Alliance Intermediate Government Securities Fund, Alliance High Yield Fund,
Alliance Growth & Income Fund, Alliance Equity Index Fund, Alliance Common Stock
Fund, Alliance Global Fund, Alliance International Fund, Alliance Aggressive
Stock Fund, Alliance Small Cap Growth Fund, Alliance Conservative Investors
Fund, Alliance Growth Investors Fund, ("Hudson River Trust funds") and T. Rowe
Price Equity Income Fund, EQ/Putnam Growth & Income Value Fund, BT Equity 500
Index Fund, Merrill Lynch Basic Value Equity Fund, MFS Research Fund, BT
International Equity Index Fund, T. Rowe Price International Stock Fund, Morgan
Stanley Emerging Markets Equity Fund, Warburg Pincus Small Company Value Fund,
BT Small Company Index Fund, MFS Emerging Growth Companies Fund, EQ/Putnam
Balanced Fund and Merrill Lynch World Strategy Fund ("EQ Advisors Trust funds"),
separate investment funds of The Equitable Life Assurance Society of the United
States ("Equitable Life") Separate Account No. 45 at December 31, 1998 and the
results of each of their operations and changes in each of their net assets for
the periods indicated, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of Equitable
Life's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of shares owned in The Hudson River Trust and in The EQ Advisors
Trust at December 31, 1998 with the transfer agent, provide a reasonable basis
for the opinion expressed above.


PricewaterhouseCoopers LLP
New York, New York
February 8, 1999


                                      FS-2
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                         FIXED INCOME SERIES:                
                                                ------------------------------------------   
                                                                ALLIANCE                     
                                                  ALLIANCE    INTERMEDIATE                   
                                                   MONEY       GOVERNMENT      ALLIANCE      
                                                   MARKET      SECURITIES        HIGH        
                                                    FUND          FUND         YIELD FUND    
                                                ------------   ------------   ------------   
<S>                                             <C>             <C>            <C>       
ASSETS
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost: $162,642,654 .......................   $162,027,740
           38,988,768 .......................                   $39,087,424
           79,874,329 .......................                                  $68,956,617
           52,351,834 .......................   
           38,500,311 .......................   
          179,571,303 .......................   
           51,702,567 .......................   
              367,878 .......................   
           40,156,608 .......................   
Receivable for Trust shares sold ............           --             --             --   
Receivable for policy-related transactions ..      4,052,521        284,956        281,931
                                                ------------    -----------    -----------
Total Assets ................................    166,080,261     39,372,380     69,238,548
                                                ------------    -----------    -----------

LIABILITIES
Payable for Trust shares
   purchased ................................      4,071,280        311,491        285,060
Payable for policy-related
   transactions .............................           --             --             --   
Amount retained by Equitable Life in Separate
   Account No. 45 (Note 5) ..................         51,090         37,552         17,444
                                                ------------    -----------    -----------
Total Liabilities ...........................      4,122,370        349,043        302,504
                                                ------------    -----------    -----------

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...   $161,957,891    $39,023,337    $68,936,044
                                                ============    ===========    ===========

<CAPTION>
                                                                              EQUITY SERIES:                                        
                                                ------------------------------------------------------------------------------------
                                                                                                                           MERRILL  
                                                  T. ROWE       EQ/PUTNAM                                     ALLIANCE      LYNCH   
                                                   PRICE         GROWTH &      ALLIANCE       BT EQUITY        EQUITY    BASIC VALUE
                                                  EQUITY         INCOME         GROWTH &      500 INDEX        INDEX        EQUITY  
                                                INCOME FUND     VALUE FUND    INCOME FUND       FUND           FUND         FUND   
                                                ------------   ------------   ------------   ------------   ------------ -----------
<S>                                             <C>            <C>           <C>             <C>            <C>         <C>       
ASSETS
Investments in shares of the Trusts --       
   at market value (Note 1)
   Cost: $162,642,654 .......................
           38,988,768 .......................
           79,874,329 .......................
           52,351,834 .......................   $54,352,075
           38,500,311 .......................                  $41,327,548
          179,571,303 .......................                                $194,812,344
           51,702,567 .......................                                                $57,083,310
              367,878 .......................                                                               $429,900
           40,156,608 .......................                                                                           $40,154,990
Receivable for Trust shares sold ............            --             --             --             --          --             --
Receivable for policy-related transactions ..       192,690        169,537        886,818      1,978,165      12,773        297,870
                                                -----------    -----------   ------------    -----------    --------    -----------
Total Assets ................................    54,544,765     41,497,085    195,699,162     59,061,475     442,673     40,452,860
                                                -----------    -----------   ------------    -----------    --------    -----------

LIABILITIES
Payable for Trust shares purchased ..........      192,690         169,537        914,736      1,978,218      13,332        297,913
Payable for policy related transactions......           --              --             --             --          --             --
Amount retained by Equitable Life in Separate
   Account No. 45 (Note 5) ..................       38,209          31,750        144,163         59,481       8,903         24,813
                                                -----------    -----------   ------------    -----------    --------    -----------
Total Liabilities ...........................      230,899         201,287      1,058,899      2,037,699      22,235        322,726
                                                -----------    -----------   ------------    -----------    --------    -----------

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...   $54,313,866    $41,295,798   $194,640,263    $57,023,776    $420,438    $40,130,134
                                                ===========    ===========   ============    ===========    ========    ===========
</TABLE>
- -------------------
See Notes to Financial Statements.

                                      FS-3
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                                  EQUITY SERIES (CONTINUED):
                                                ---------------------------------------------------------  
                                                    ALLIANCE                                                
                                                     COMMON          MFS         ALLIANCE      ALLIANCE     
                                                     STOCK         RESEARCH       GLOBAL     INTERNATIONAL  
                                                     FUND            FUND          FUND          FUND       
                                                ------------   ------------   ------------   ------------
<S>                                             <C>             <C>            <C>           <C>         

ASSETS
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost: $614,422,976 .......................   $673,522,100
           46,867,524 .......................                   $53,094,944
           62,242,799 .......................                                  $66,482,102
           19,182,262 .......................                                                $20,109,775
            5,069,139 .......................   
           28,158,931 .......................   
            5,282,220 .......................   
          158,195,007 .......................   
Receivable for Trust shares sold ............             --             --             --     1,621,423
Receivable for policy-related transaction ...      3,169,259        789,675        223,087            -- 
                                                ------------    -----------    -----------   -----------
Total Assets ................................    676,691,359     53,884,619     66,705,189    21,731,198
                                                ------------    -----------    -----------   -----------

LIABILITIES
Payable for Trust shares sold ...............      3,174,080        789,704        228,019            -- 
Payable for policy-related transactions .....             --             --             --     1,629,516
Amount retained by Equitable Life in Separate
   Account No. 45 (Note 5) ..................         15,873         11,321         69,713        23,074
                                                ------------    -----------    -----------   -----------
Total Liabilities ...........................      3,189,953        801,025        297,732     1,652,590
                                                ------------    -----------    -----------   -----------

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...   $673,501,406    $53,083,594    $66,407,457   $20,078,608
                                                ============    ===========    ===========   ===========
<CAPTION>

                                                                  EQUITY SERIES (CONTINUED):
                                                ---------------------------------------------------------  
                                                                                 MORGAN                   
                                                                  T. ROWE       STANLEY                  
                                                     BT            PRICE        EMERGING      ALLIANCE   
                                                 INTERNATIONAL  INTERNATIONAL    MARKETS     AGGRESSIVE  
                                                    EQUITY         STOCK         EQUITY        STOCK     
                                                    INDEX          FUND           FUND          FUND     
                                                ------------   ------------   ------------   ------------
<S>                                             <C>            <C>            <C>            <C>         
ASSETS
Investments in shares of the Trusts --          
   at market value (Note 1)
   Cost: $614,422,976 .......................
           46,867,524 .......................
           62,242,799 .......................
           19,182,262 .......................
            5,069,139 .......................   $5,353,580 
           28,158,931 .......................                  $29,654,895 
            5,282,220 .......................                                 $4,273,794 
          158,195,007 .......................                                                $147,616,537 
Receivable for Trust shares sold ............      228,451              --            --               --
Receivable for policy-related transaction ...           --         158,444        25,127          305,836
                                                ----------     -----------    ----------     ------------
Total Assets ................................    5,582,031      29,813,339     4,298,921      147,922,373
                                                ----------     -----------    ----------     ------------

LIABILITIES
Payable for Trust shares sold ...............           --         158,443        26,143          313,060
Payable for policy-related transactions .....      228,419              --            --               --
Amount retained by Equitable Life in Separate 
   Account No. 45 (Note 5) ..................        6,600          22,436         8,961           11,344
                                                ----------     -----------    ----------     ------------
Total Liabilities ...........................      235,019         180,879        35,104          324,404
                                                ----------     -----------    ----------     ------------

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...   $5,347,012     $29,632,460    $4,263,817     $147,597,969
                                                ==========     ===========    ==========     ============
</TABLE>
- ------------------

See Notes to Financial Statements.


                                      FS-4
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED)
DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                                  EQUITY SERIES (CONCLUDED):
                                                     ------------------------------------------------------ 
                                                       WARBURG                                     MFS      
                                                       PINCUS        ALLIANCE                   EMERGING    
                                                        SMALL       SMALL CAP    BT SMALL        GROWTH     
                                                       COMPANY       GROWTH       COMPANY        COMPANIES  
                                                      VALUE FUND       FUND      INDEX FUND       FUND      
                                                     ------------   -----------  -----------   ------------ 
<S>                                                  <C>            <C>          <C>           <C>          
ASSETS
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost: $ 41,502,596............................... $37,275,602 
           42,123,172.............................                  $40,301,314
            5,078,731.............................                               $5,098,116
           61,770,493.............................                                             $73,588,750
           50,900,433.............................                                                          
           33,319,831.............................                                                          
          120,367,795.............................                                                          
            5,865,231.............................                                                          
Receivable for Trust shares sold..................            --            --           --             --  
Receivable for policy-related transactions........        87,152     1,031,150       41,271        834,313  
                                                     ------------   ----------  -----------   ------------  
Total Assets......................................    37,362,754    41,332,464    5,139,387     74,423,063  
                                                     ------------   ----------  -----------   ------------  
                                                                 
LIABILITIES                                                      
Payable for Trust shares purchased................        87,151     1,035,757       41,271        834,334  
Payable for policy-related  transactions..........            --            --           --             --  
Amount retained by Equitable Life in Separate                    
   Account No. 45 (Note 5)........................        25,995        51,378        6,603         24,127  
                                                     ------------   ----------  -----------   ------------  
Total Liabilities.................................       113,146     1,087,135       47,874        858,461  
                                                     ------------   ----------  -----------   ------------  
                                                                 
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS.........   $37,249,608    $40,245,329  $5,091,513    $73,564,602  
                                                     ===========    ===========  ==========   ============  
<CAPTION>                                                       
                                                                    ASSET ALLOCATION SERIES:
                                                     -------------------------------------------------------
                                                                                                   MERRILL
                                                       ALLIANCE                     ALLIANCE        LYNCH
                                                     CONSERVATIVE    EQ/PUTNAM       GROWTH         WORLD
                                                      INVESTORS      BALANCED      INVESTORS       STRATEGY
                                                        FUND           FUND           FUND          FUND
                                                     -----------   ------------  -------------   -----------
<S>                                                  <C>           <C>           <C>              <C>       
ASSETS
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost: $ 41,502,596.............................   
           42,123,172.............................   
            5,078,731.............................   
           61,770,493.............................   
           50,900,433.............................   $51,458,514
           33,319,831.............................                 $34,637,097 
          120,367,795.............................                               $126,599,682 
            5,865,231.............................                                                $5,947,148
Receivable for Trust shares sold..................            --            --             --             --
Receivable for policy-related transactions........       445,717       649,638        394,969         45,950
                                                     -----------   -----------   ------------     ----------
Total Assets......................................    51,904,231    35,286,735    126,994,651      5,993,098
                                                     -----------   -----------   ------------     ----------
                                                                                                 
LIABILITIES                                                                                      
Payable for Trust shares purchased................       447,264       649,660        435,647         45,950
Payable for policy-related  transactions..........            --            --             --             --
Amount retained by Equitable Life in Separate                                                    
   Account No. 45 (Note 5)........................       141,475        16,519         79,665          5,185
                                                     -----------   -----------   ------------     ----------
Total Liabilities.................................       588,739       666,179        515,312         51,135
                                                     -----------   -----------   ------------     ----------
                                                                                                 
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS.........   $51,315,492   $34,620,556   $126,479,339     $5,941,963
                                                     ===========   ===========   ============     ==========
</TABLE>
- -------------------                                                       
See Notes to Financial Statements.                                             


                                      FS-5
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                      
SEPARATE ACCOUNT NO. 45 
                                                       
STATEMENTS OF OPERATIONS                                                       
FOR THE YEAR ENDED DECEMBER 31, 1998                                           
<TABLE>
<CAPTION>
                                                                              
                                                      FIXED INCOME SERIES:                
                                             ----------------------------------------    
                                                             ALLIANCE                    
                                              ALLIANCE     INTERMEDIATE     ALLIANCE      
                                               MONEY        GOVERNMENT        HIGH        
                                               MARKET       SECURITIES        YIELD       
                                                FUND           FUND           FUND        
                                             -----------    ----------   -------------   
<S>                                          <C>            <C>           <C>             
INCOME AND EXPENSES:                                                                     
    Investment Income (Note 2):
      Dividends from the Trusts .............$5,658,138     $1,260,940    $  5,454,605   
   Expenses (Note 3):
      Asset-based charges                       737,652        268,963        542,692   
                                             ----------     ----------    -----------   
NET INVESTMENT INCOME (LOSS) ................ 4,920,486        991,977      4,911,913   
                                             ----------     ----------    -----------   
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
   Realized gain (loss) on investments ......
   Realized gain distribution from the ......   149,548        255,764     (1,040,219)   
      Trusts ................................     4,257             --      1,292,662   
                                             ----------     ----------    -----------   
NET REALIZED GAIN (LOSS) ....................   153,805        255,764        252,443   
                                             ----------     ----------    -----------   
   Unrealized appreciation (depreciation)
    on investments:
   Beginning of period ......................  (465,201)        21,939       (786,186)  
   End of period ............................  (614,915)        98,656    (10,917,712)  
                                             ----------     ----------    -----------   
   Change in unrealized appreciation ........                                           
      (depreciation) during the period ......  (149,714)        76,717    (10,131,526)  
                                             ----------     ----------    -----------   
NET REALIZED AND UNREALIZED GAIN (LOSS) ON ..                                           
   INVESTMENTS ..............................     4,091        332,481     (9,879,083)  
                                             ----------     ----------    -----------   
   NET INCREASE (DECREASE) IN NET ASSETS ....                                           
   RESULTING FROM OPERATIONS ................$4,924,577     $1,324,458    $(4,967,170)  
                                             ==========     ==========    ===========   
<CAPTION>

                                                                      EQUITY SERIES:
                                             -----------------------------------------------------------------------------------
                                               T.ROWE                                                                   MERRILL
                                                PRICE       EQ/PUTNAM      ALLIANCE                      ALLIANCE       LYNCH
                                               EQUITY        GROWTH &       GROWTH &       BT EQUITY      EQUITY      BASIC VALUE
                                               INCOME        INCOME         INCOME        500 INDEX        INDEX         EQUITY    
                                                FUND          FUND         VALUE FUND         FUND         FUND           FUND  
                                             ----------   -----------    ------------     -----------    ---------    -----------
<S>                                          <C>          <C>            <C>             <C>            <C>          <C>        
INCOME AND EXPENSES:
    Investment Income (Note 2):
      Dividends from the Trusts .............$  871,348   $  348,923     $   382,870     $  254,693     $ 2,310      $  377,168
   Expenses (Note 3):
      Asset-based charges
                                                394,056      298,502       1,602,233        203,672       2,588         269,948
                                             ----------   ----------     -----------     ----------     -------      ----------
NET INVESTMENT INCOME (LOSS) ................   477,292       50,421      (1,219,363)        51,021        (278)        107,220
                                             ----------   ----------     -----------     ----------     -------      ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
   Realized gain (loss) on investments ......
   Realized gain distribution from the ......    43,764      (69,351)      2,807,006       (262,278)      5,225        (175,666)   
      Trusts ................................ 1,120,050      315,112      15,440,331             --         112       1,307,680
                                             ----------   ----------     -----------     ----------     -------      ----------
NET REALIZED GAIN (LOSS) .................... 1,163,814      245,761      18,247,337       (262,278)      5,337       1,132,014
                                             ----------   ----------     -----------     ----------     -------      ----------
   Unrealized appreciation (depreciation)                                                                          
    on investments:                                                                                                
   Beginning of period ......................   980,406      191,128       5,616,378             --       4,722         (64,333)
   End of period ............................ 2,000,241    2,827,238      15,241,041      5,380,743      62,022          (1,617)
                                             ----------   ----------     -----------     ----------     -------      ----------
   Change in unrealized appreciation ........                                                                             
      (depreciation) during the period ...... 1,019,835    2,636,110       9,624,663      5,380,743      57,300          62,716
                                             ----------   ----------     -----------     ----------     -------      ----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON ..                                                                              
   INVESTMENTS .............................. 2,183,649    2,881,871      27,872,000      5,118,465      62,637       1,194,730
                                             ----------   ----------     -----------     ----------     -------      ==========
   NET INCREASE (DECREASE) IN NET ASSETS ....                                                                             
   RESULTING FROM OPERATIONS ................$2,660,941   $2,932,292     $26,652,637     $5,169,486     $62,359      $1,301,950
                                             ==========   ==========     ===========     ==========     =======      ==========
</TABLE>       
- -------------------                                                             
See Notes to Financial Statements.                                              


                                      FS-6
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45 
                                                        
STATEMENTS OF OPERATIONS (CONTINUED)                                            
FOR THE YEAR ENDED DECEMBER 31, 1998 
<TABLE>
<CAPTION>
                                                                  EQUITY SERIES (CONTINUED):
                                                -----------------------------------------------------------
                                                   ALLIANCE                                                      
                                                    COMMON           MFS          ALLIANCE       ALLIANCE        
                                                    STOCK         RESEARCH        GLOBAL       INTERNATIONAL     
                                                     FUND           FUND           FUND           FUND           
                                                -------------    -----------    -----------   ------------
<S>                                             <C>              <C>            <C>           <C>        
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts .............   $  2,403,283     $  131,068     $  598,042    $   340,200
   Expenses (Note 3):
      Asset-based charges ...................      5,424,534        307,489        589,611        215,726
                                                ------------     ----------     ----------    -----------
NET INVESTMENT INCOME (LOSS) ................     (3,021,251)      (176,421)         8,431        124,474
                                                ------------     ----------     ----------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
   Realized gain (loss) on investments ......     10,230,950         60,560        749,415     (1,566,752)
   Realized gain distribution from the Trusts     79,194,636             --      4,143,459          3,718
                                                ------------     ----------     ----------    -----------
NET REALIZED GAIN (LOSS) ....................     89,425,586         60,560      4,892,874     (1,563,034)
                                                ------------     ----------     ----------    -----------
   Unrealized appreciation (depreciation)
    on investments:
   Beginning of period ......................     23,451,447         37,510       (244,398)    (2,137,851)
   End of period ............................     59,099,124      6,227,419      4,239,304        927,513
                                                ------------     ----------     ----------    -----------
   Change in unrealized appreciation
    (depreciation) during the period ........     35,647,677      6,189,909      4,483,702      3,065,364
                                                ------------     ----------     ----------    -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS ..............................    125,073,263      6,250,469      9,376,576      1,502,330
                                                ------------     ----------     ----------    -----------

NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ...................   $122,052,012     $6,074,048     $9,385,007    $ 1,626,804
                                                ============     ==========     ==========    ===========
<CAPTION>
                                                                  EQUITY SERIES (CONTINUED):
                                                -------------------------------------------------------
                                                                               MORGAN                    
                                                                T. ROWE        STANLEY                     
                                                  BT             PRICE        EMERGING        ALLIANCE 
                                               INTERNATIONAL     INTER-        MARKETS       AGGRESSIVE
                                                 EQUITY         NATIONAL       EQUITY          STOCK   
                                               INDEX FUND      STOCK FUND        FUND           FUND              
                                               -----------    -----------    -----------    ------------
<S>                                             <C>           <C>            <C>            <C>          
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts .............   $ 66,107      $  245,522     $    16,085    $   586,576
   Expenses (Note 3):
      Asset-based charges ...................     22,058         217,929          35,466      1,537,723
                                                --------      ----------     -----------    -----------
NET INVESTMENT INCOME (LOSS) ................     44,049          27,593         (19,381)      (951,147)
                                                --------      ----------     -----------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
   Realized gain (loss) on investments ......    (38,281)         73,956        (337,130)    (1,170,454)
   Realized gain distribution from the Trusts         --             228              --      6,889,454
                                                --------      ----------     -----------    -----------
NET REALIZED GAIN (LOSS) ....................    (38,281)         74,184        (337,130)     5,719,000
                                                --------      ----------     -----------    -----------
   Unrealized appreciation (depreciation)
    on investments:
   Beginning of period ......................         --        (576,978)       (238,282)    (3,851,402)
   End of period ............................    284,441       1,495,964      (1,008,425)    10,578,470)
                                                --------      ----------     -----------    -----------
   Change in unrealized appreciation
    (depreciation) during the period ........    284,441       2,072,942        (770,143)    (6,727,068)
                                                --------      ----------     -----------    -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS ..............................    246,160       2,147,126      (1,107,273)    (1,008,068)
                                                --------      ----------     -----------    -----------

NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ...................   $290,209      $2,174,719     $(1,126,654)   $(1,959,215)
                                                ========      ==========     ===========    ===========
</TABLE>
- ------------------

See Notes to Financial Statements.


                                      FS-7
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF OPERATIONS (CONCLUDED)
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                                      EQUITY SERIES (CONCLUDED):                     
                                                       ---------------------------------------------------      
                                                         WARBURG                                                
                                                         PINCUS                                     MFS         
                                                          SMALL        ALLIANCE      BT SMALL      EMERGING     
                                                         COMPANY       SMALL CAP     COMPANY       GROWTH       
                                                          VALUE         GROWTH        INDEX       COMPANIES     
                                                          FUND           FUND         FUND          FUND        
                                                       -----------    -----------    --------    ------------   
<S>                                                    <C>            <C>            <C>         <C>         
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts ....................   $   172,128    $       716    $ 34,326     $       901
   Expenses (Note 3):
      Asset-based charges ..........................       355,215        336,205      20,638         373,152
                                                       -----------    -----------    --------     -----------
NET INVESTMENT INCOME (LOSS) .......................      (183,087)      (335,489)     13,688        (372,251)
                                                       -----------    -----------    --------     -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
   Realized gain (loss) on investments .............      (395,526)      (513,118)    (50,161)        163,114
   Realized gain distribution from the Trusts ......            --             --      65,264              -- 
                                                       -----------    -----------    --------     -----------
NET REALIZED GAIN (LOSS) ...........................      (395,526)      (513,118)     15,103         163,114
                                                       -----------    -----------    --------     -----------

   Unrealized appreciation (depreciation)
    on investments:
   Beginning of period .............................      (300,436)      (344,436)         --        (259,194)
   End of period ...................................    (4,226,993)    (1,821,859)     19,385      11,818,257
                                                       -----------    -----------    --------     -----------
   Change in unrealized appreciation
    (depreciation)during the period ................    (3,926,557)    (1,477,423)     19,385      12,077,451
                                                       -----------    -----------    --------     -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS .....................................    (4,322,083)    (1,990,541)     34,488      12,240,565
                                                       -----------    -----------    --------     -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
   OPERATIONS ......................................   $(4,505,170)   $(2,326,030)   $ 48,176     $11,868,314
                                                       ===========    ===========    ========     ===========
<CAPTION>
                                                                     ASSET ALLOCATION SERIES:
                                                       ----------------------------------------------------  
                                                        ALLIANCE                                   MERRILL  
                                                        CONSERVA-                    ALLIANCE       LYNCH    
                                                         TIVE         EQ/PUTNAM       GROWTH        WORLD   
                                                        INVESTORS      BALANCED     INVESTORS     STRATEGY  
                                                          FUND          FUND           FUND         FUND    
                                                       ----------    -----------    -----------   --------- 
<S>                                                    <C>           <C>           <C>           <C>       
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts ....................   $1,373,189    $  593,087    $ 1,887,685   $  42,482
   Expenses (Note 3):
      Asset-based charges ..........................      387,733       194,358      1,064,812      31,672
                                                       ----------    ----------    -----------   ---------
NET INVESTMENT INCOME (LOSS) .......................      985,456       398,729        822,873      10,810
                                                       ----------    ----------    -----------   ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
   Realized gain (loss) on investments .............      568,518      (130,136)       736,026     (38,321)
   Realized gain distribution from the Trusts ......    2,571,769       355,759      9,800,094          --
                                                       ----------    ----------    -----------   ---------
NET REALIZED GAIN (LOSS) ...........................    3,140,287       225,623     10,536,120     (38,321)
                                                       ----------    ----------    -----------   ---------
   Unrealized appreciation (depreciation)
    on investments:
   Beginning of period .............................      482,745        73,582      1,685,711    (129,123)
   End of period ...................................      558,081     1,317,266      6,231,888      81,917
                                                       ----------    ----------    -----------   ---------
   Change in unrealized appreciation
    (depreciation)during the period ................       75,336     1,243,684      4,546,177     211,040
                                                       ----------    ----------    -----------   ---------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS .....................................    3,215,623     1,469,307     15,082,297     172,719
                                                       ----------    ----------    -----------   ---------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                     
   OPERATIONS ......................................   $4,201,079    $1,868,036    $15,905,170   $ 183,529
                                                       ==========    ==========    ===========   =========
</TABLE>
- -------------------
See Notes to Financial Statements.


                                      FS-8
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
                                                                            FIXED INCOME SERIES:
                                                                     ------------------------------- 
                                                                                ALLIANCE             
                                                                            MONEY MARKET FUND        
                                                                     ------------------------------- 
                                                                         1998               1997     
                                                                     ------------       ------------  
<S>                                                                  <C>                <C>           
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income.........................................    $  4,920,486       $  2,322,115 
   Net realized gain (loss)......................................         153,805             64,275 
   Change in unrealized appreciation (depreciation) of investments       (149,714)          (267,302)
                                                                     ------------       ------------  
   Net increase (decrease) in net assets from operations.........       4,924,577          2,119,088 
                                                                     ------------       ------------  
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions...............................................     216,826,115        137,532,670 
     Transfers from other Funds and Guaranteed Interest Rate                                          
       Account (Note 1)..........................................     113,746,706         55,819,439  
                                                                     ------------       ------------  
       Total.....................................................     330,572,821        193,352,109 
                                                                     ------------       ------------  
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions........................      10,986,665          1,577,365 
   Withdrawal and administrative charges.........................         230,600            618,083 
   Transfers to other Funds and Guaranteed Interest Rate                                              
     Account (Note 1)............................................     243,665,058        144,167,408  
                                                                     ------------       ------------  
     Total.......................................................     254,882,323        146,362,856 
                                                                     ------------       ------------  
   Net increase in net assets from Contractowners                                                     
     transactions................................................      75,690,498         46,989,253  
                                                                     ------------       ------------  
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE                                          
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5)...........................         (15,545)           (46,770)
                                                                     ------------       ------------  
INCREASE IN NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...........      80,599,530         49,061,571 
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                            
   BEGINNING OF PERIOD...........................................      81,358,361         32,296,790  
                                                                     ------------       ------------  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                            
   END OF PERIOD.................................................    $161,957,891       $ 81,358,361  
                                                                     ============       ============ 
<CAPTION>
                                                                         FIXED INCOME SERIES:
                                                                     ---------------------------  
                                                                        ALLIANCE INTERMEDIATE     
                                                                      GOVERNMENT SECURITIES FUND  
                                                                      --------------------------  
                                                                          1998           1997     
                                                                      -----------    -----------  
<S>                                                                   <C>            <C>          
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income.........................................     $   991,977    $   303,709  
   Net realized gain (loss)......................................         255,764         12,754  
   Change in unrealized appreciation (depreciation) of investments         76,717         58,654  
                                                                      -----------    -----------  
   Net increase (decrease) in net assets from operations.........       1,324,458        375,117  
                                                                      -----------    -----------  
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions...............................................      19,720,434      5,416,131  
     Transfers from other Funds and Guaranteed Interest Rate                                      
       Account (Note 1)..........................................      20,781,791      3,270,944  
                                                                      -----------    -----------  
       Total.....................................................      40,502,225      8,687,075  
                                                                      -----------    -----------  
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions........................       1,040,600        189,517  
   Withdrawal and administrative charges.........................          73,339        128,377  
   Transfers to other Funds and Guaranteed Interest Rate                                          
     Account (Note 1)............................................      12,745,544      1,145,902  
                                                                      -----------    -----------  
     Total.......................................................      13,859,483      1,463,796  
                                                                      -----------    -----------  
   Net increase in net assets from Contractowners                                                 
     transactions................................................      26,642,742      7,223,279  
                                                                      -----------    -----------  
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE                                      
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5)...........................          (6,113)       (12,130) 
                                                                      -----------    -----------  
INCREASE IN NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...........      27,961,087      7,586,266  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                        
   BEGINNING OF PERIOD...........................................      11,062,250      3,475,984  
                                                                      -----------    -----------  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                        
   END OF PERIOD.................................................     $39,023,337    $11,062,250  
                                                                     ============    ===========  
<CAPTION>
                                                                           FIXED INCOME SERIES:
                                                                     ------------------------------
                                                                                 ALLIANCE               
                                                                            HIGH YIELD FUND (a)         
                                                                      -----------------------------
                                                                          1998             1997
                                                                      ------------      -----------       
<S>                                                                   <C>               <C>               
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income.........................................     $  4,911,913      $   601,148
   Net realized gain (loss)......................................          252,443          783,323
   Change in unrealized appreciation (depreciation) of investments     (10,131,526)        (786,186)
                                                                      ------------      -----------       
   Net increase (decrease) in net assets from operations.........       (4,967,170)         598,285
                                                                      ------------      -----------       
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions...............................................       47,559,333       13,779,925
     Transfers from other Funds and Guaranteed Interest Rate                                              
       Account (Note 1)..........................................       47,655,636       22,095,921       
                                                                      ------------      -----------       
       Total.....................................................       95,214,969       35,875,846
                                                                      ------------      -----------       
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions........................        2,110,668          161,257
   Withdrawal and administrative charges.........................          128,063           45,545
   Transfers to other Funds and Guaranteed Interest Rate                                                  
     Account (Note 1)............................................       37,545,562       17,780,088       
                                                                      ------------      -----------       
     Total.......................................................       39,784,293       17,986,890
                                                                      ------------      -----------       
   Net increase in net assets from Contractowners                                                         
     transactions................................................       55,430,676       17,888,956       
                                                                      ------------      -----------       
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE                                              
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5)...........................           (8,801)          (5,902)
                                                                      ------------      -----------       
INCREASE IN NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...........       50,454,705       18,481,339
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                                
   BEGINNING OF PERIOD...........................................       18,481,339               --       
                                                                      ------------      -----------       
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                                
   END OF PERIOD.................................................     $ 68,936,044      $18,481,339       
                                                                     =============     ============
</TABLE>
- -------------------
See Notes to Financial Statements.
(a)  Commenced operations on May 1, 1997.


                                      FS-9
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
                                                                EQUITY SERIES:                       
                                           -------------------------------------------------------   
                                             T. ROWE PRICE EQUITY            EQ/PUTNAM GROWTH &        
                                                 INCOME FUND (a)            INCOME VALUE FUND (a)        
                                           --------------------------    --------------------------   
                                               1998           1997           1998           1997     
                                           -----------     -----------   ------------   -----------
<S>                                        <C>            <C>            <C>            <C>        
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss)..........  $   477,292      $  78,818    $     50,421   $    21,273   
   Net realized gain (loss)..............    1,163,814         54,535         245,761        54,646   
   Change in unrealized appreciation                                                                 
     (depreciation) of investments.......    1,019,835        980,406       2,636,110       191,128   
                                           -----------    -----------    ------------   -----------
Net increase (decrease) in net                                                                       
     assets from operations..............    2,660,941      1,113,759       2,932,292       267,047   
                                           -----------    -----------    ------------   -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions.......................   26,813,091     13,813,772      22,432,656    10,975,199   
     Transfers from other Funds and        
       Guaranteed Interest Rate Account 
       (Note 1)..........................   10,252,099      4,356,204       6,980,421     3,217,543   
                                           -----------    -----------    ------------   -----------

       Total.............................   37,065,190     18,169,976      29,413,077    14,192,742   
                                           -----------    -----------    ------------   -----------

WITHDRAWAL AND TRANSFERS:
   Benefits and other policy
     transactions.........................   1,205,409         86,052       1,300,000        58,925   
   Withdrawal and administrative charges..     109,823         40,797          90,762        32,578   
   Transfers to other Funds and
     Guaranteed Interest                                                                             
     Rate Account (Note 1)................   3,039,300        183,349       3,822,075       180,506   
                                           -----------    -----------    ------------   -----------
     Total................................   4,354,532        310,198       5,212,837       272,009   
                                           -----------    -----------    ------------   -----------
   Net increase in net assets from
     Contractowners transactions..........  32,710,658     17,859,778      24,200,240    13,920,733  
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT NO. 45 (NOTE 5).......     (26,248)        (5,022)        (22,154)       (2,360)  
                                           -----------    -----------    ------------   -----------
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                               
   CONTRACTOWNERS.........................  35,345,351     18,968,515      27,110,378    14,185,420   
NET ASSETS ATTRIBUTABLE TO                                                                           
   CONTRACTOWNERS,                        
   BEGINNING OF PERIOD....................  18,968,515             --      14,185,420            --   
                                           -----------    -----------    ------------   -----------
 NET ASSETS ATTRIBUTABLE TO                                                                       
   CONTRACTOWNERS,                        
   END OF PERIOD.......................... $54,313,866    $18,968,515    $ 41,295,798   $14,185,420
                                           ===========    ===========    ============   ===========
<CAPTION>
                                                                     EQUITY SERIES:
                                            ------------------------------------------------------------- 
                                                     ALLIANCE             BT EQUITY          ALLIANCE        
                                                  GROWTH & INCOME         500 INDEX        EQUITY INDEX      
                                                       FUND                FUND (b)          FUND (a)         
                                            -------------------------    ----------    ------------------
                                               1998           1997          1998         1998       1997
                                            -----------    ----------    ----------    -------     ------ 
<S>                                         <C>            <C>           <C>           <C>         <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss)..........  $ (1,219,363)   $  (95,244)   $   51,021    $  (278)    $   187
   Net realized gain (loss)..............    18,247,337     6,014,564      (262,278)     5,337       1,392
   Change in unrealized appreciation
     (depreciation) of investments.......     9,624,663     4,852,142     5,380,743     57,300       4,722 
                                            -----------    ----------    ----------    -------      ------ 
Net increase (decrease) in net
     assets from operations..............    26,652,637    10,771,462     5,169,486     62,359       6,301 
                                            -----------    ----------    ----------    -------      ------ 
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions.......................    69,137,309    58,696,016    38,685,440     69,113      77,031
     Transfers from other Funds and
       Guaranteed Interest Rate 
       Account (Note 1)..................    25,662,665    16,269,895    24,595,843    198,702      15,328 
                                            -----------    ----------    ----------    -------      ------ 

       Total.............................   94,799,974     74,965,911    63,281,283    267,815      92,359
                                            -----------    ----------    ----------    -------      ------ 
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy               
     transactions.........................    5,922,537     1,455,357       533,098         --          -- 
   Withdrawal and administrative charges..      501,695       425,279        13,875        380          --
   Transfers to other Funds and            
     Guaranteed Interest                                                                                
     Rate Account (Note 1)................   14,167,225     4,907,606    10,862,244      4,913          -- 
                                            -----------    ----------    ----------    -------      ------ 
     Total................................   20,591,457     6,788,242    11,409,217      5,293          --
                                            -----------    ----------    ----------    -------      ------ 
   Net increase in net assets from         
     Contractowners transactions..........   74,208,517    68,177,669    51,872,066    262,522      92,359
NET (INCREASE) DECREASE IN AMOUNT          
   RETAINED BY EQUITABLE LIFE IN                                                                           
   SEPARATE ACCOUNT NO. 45 (NOTE 5).......     (101,665)      (94,285)      (17,776)    (1,961)     (1,142)
                                            -----------    ----------    ----------    -------      ------ 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                     
   CONTRACTOWNERS.........................  100,759,489    78,854,846    57,023,776    322,920      97,518 
NET ASSETS ATTRIBUTABLE TO                                                                                 
   CONTRACTOWNERS,
   BEGINNING OF PERIOD....................   93,880,774    15,025,928           --      97,518          -- 
                                            -----------    ----------    ----------    -------      ------ 
 NET ASSETS ATTRIBUTABLE TO                                                                                
   CONTRACTOWNERS,
   END OF PERIOD..........................  $194,640,263   $93,880,774   $57,023,776   $420,438    $97,518 
                                            ============   ===========   ===========   ========    =======
</TABLE>
- -------------------
See Notes to Financial Statements.
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on January 1, 1998.


                                     FS-10
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>

                                                                          EQUITY SERIES (CONTINUED):
                                                         ---------------------------------------------------------  
                                                               MERRILL LYNCH                   ALLIANCE             
                                                                BASIC VALUE                     COMMON              
                                                              EQUITY FUND (a)                  STOCK FUND           
                                                         --------------------------   ----------------------------  
                                                             1998           1997          1998            1997      
                                                         -----------     ----------   ------------    ------------  
<S>                                                      <C>            <C>           <C>             <C>           
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
                                                  
   Net investment income (loss).....................      $  107,220    $    20,510   $ (3,021,251)   $ (1,209,624) 
   Net realized gain (loss).........................       1,132,014         47,779     89,425,586      27,433,324  
   Change in unrealized appreciation (depreciation)                                                                 
     of investments.................................          62,716        (64,333)    35,647,677      22,094,993  
                                                         -----------    -----------   ------------    ------------  
 Net increase (decrease) in net assets from operations     1,301,950          3,956    122,052,012      48,318,693  
                                                         -----------    -----------   ------------    ------------  
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions..................................      24,093,025      8,075,199    222,706,977     175,880,351  
     Transfers from other Funds and Guaranteed                                                                      
       Interest Rate Account (Note 1)...............       9,221,650      1,941,071     88,116,261      61,077,537  
                                                         -----------    -----------   ------------    ------------  
     Total..........................................      33,314,675     10,016,270    310,823,238     236,957,888  
                                                         -----------    -----------   ------------    ------------  
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions...........         967,509          9,691     20,666,466       4,271,079  
   Withdrawal and administrative charges............          69,854         17,792      1,652,840       1,459,175  
   Transfers to other Funds and Guaranteed Interest                                                                 
     Rate Account (Note 1)..........................       3,287,976        137,464     56,065,697      35,438,036  
                                                         -----------    -----------   ------------    ------------  
   Total..........................................         4,325,339        164,947     78,385,003      41,168,290  
                                                         -----------    -----------   ------------    ------------  
 Net increase in net assets from Contractowners                                                                   
     transactions...................................      28,989,336      9,851,323    232,438,235     195,789,598  
                                                         -----------    -----------   ------------    ------------  
NET  (INCREASE) DECREASE IN AMOUNT RETAINED BY                                                                      
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5)        (15,592)          (839)      (298,491)       (305,436) 
                                                         -----------    -----------   ------------    ------------  
                                                         
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                              
   CONTRACTOWNERS...................................      30,275,694      9,854,440    354,191,756     243,802,855  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                                          
   BEGINNING OF PERIOD..............................       9,854,440             --    319,309,650      75,506,795  
                                                         -----------    -----------   ------------    ------------  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,              
   END OF PERIOD....................................     $40,130,134    $ 9,854,440   $673,501,406    $319,309,650  
                                                         ===========    ===========   ============    ============  
<CAPTION>
                                                                       EQUITY SERIES (CONTINUED):
                                                         ------------------------------------------------------ 
                                                                                                                
                                                               MFS RESEARCH                  ALLIANCE           
                                                                 FUND (a)                   GLOBAL FUND         
                                                         -------------------------   --------------------------
                                                             1998          1997          1998           1997
                                                         -----------   -----------   -----------    ----------- 
<S>                                                      <C>           <C>           <C>            <C>        
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
                                                  
   Net investment income (loss).....................      $ (176,421)  $   (15,339)  $     8,431    $   328,372
   Net realized gain (loss).........................          60,560       101,923     4,892,874      2,837,865
   Change in unrealized appreciation (depreciation)                                                            
     of investments.................................       6,189,909        37,510     4,483,702      (443,882)
                                                         -----------   -----------   -----------    -----------
 Net increase (decrease) in net assets from operations     6,074,048       124,094     9,385,007      2,722,355
                                                         -----------   -----------   -----------    -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions..................................      28,178,818     9,502,168    20,084,493     20,384,580
     Transfers from other Funds and Guaranteed            
       Interest Rate Account (Note 1)...............      10,528,629     2,602,553     7,177,452      7,792,945
                                                         -----------   -----------   -----------    -----------
     Total..........................................      38,707,447    12,104,721    27,261,945     28,177,525
                                                         -----------   -----------   -----------    -----------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions...........       1,059,377        28,630     1,765,622        621,118
   Withdrawal and administrative charges............          74,772        23,738       190,033        155,169
   Transfers to other Funds and Guaranteed Interest                                                            
     Rate Account (Note 1)..........................       2,504,801       209,610     6,748,641      6,961,429
                                                         -----------   -----------   -----------    -----------
   Total..........................................         3,638,950       261,978     8,704,296      7,737,716
                                                         -----------   -----------   -----------    -----------
 Net increase in net assets from Contractowners          
     transactions...................................      35,068,497    11,842,743    18,557,649     20,439,809
                                                         -----------   -----------   -----------    -----------
NET  (INCREASE) DECREASE IN AMOUNT RETAINED BY                                                                 
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5)        (23,737)       (2,051)      (44,868)       (28,799)
                                                         -----------   -----------   -----------    -----------
                                                         
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                         
   CONTRACTOWNERS...................................      41,118,808     11,964,786   27,897,788     23,133,365
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                                     
   BEGINNING OF PERIOD..............................      11,964,786            --    38,509,669     15,376,304
                                                         -----------   -----------   -----------    -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,              
   END OF PERIOD....................................     $53,083,594   $11,964,786   $66,407,457    $38,509,669
                                                         ===========   ===========   ===========    ===========
</TABLE>
- -------------------
See Notes to Financial Statements.
(a)  Commenced operations on May 1, 1997.


                                     FS-11
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>

                                                                       EQUITY SERIES (CONTINUED):
                                            ----------------------------------------------------------------------
                                                                            BT                                    
                                                                          INTER-                                  
                                                                         NATIONAL                                 
                                                                          EQUITY             T. ROWE PRICE        
                                                     ALLIANCE              INDEX              INTERNATIONAL       
                                                   INTERNATIONAL           FUND                  STOCK             
                                                       FUND               1998 (c)               FUND (a)         
                                             -------------------------   ----------    -------------------------  
                                                1998          1997         1998           1998          1997      
                                             -----------   -----------   ----------    -----------   -----------  
<S>                                          <C>           <C>           <C>           <C>           <C>          
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
                                             
   Net investment income..................  $    124,474   $   288,466   $   44,049     $   27,593   $   (45,798) 
   Net realized gain (loss)...............    (1,563,034)    1,093,826      (38,281)        74,184       (53,503) 
   Change in unrealized appreciation                                                                              
     (depreciation) of investments........     3,065,364    (2,169,239)     284,441      2,072,942      (576,978) 
                                             -----------   -----------   ----------    -----------   -----------  
Net increase (decrease) in net                                                                                    
     assets from                               
     operations...........................     1,626,804      (786,947)     290,209      2,174,719      (676,279) 
                                             -----------   -----------   ----------    -----------   -----------  
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions........................     4,384,851     9,574,522    3,655,757     13,036,180     9,658,570  
     Transfers from other Funds and           
       Guaranteed Interest Rate Account                                                                           
       (Note 1)...........................    44,058,459    18,180,472    2,070,284     10,402,147     5,113,170  
                                             -----------   -----------   ----------    -----------   -----------  
Total.....................................    48,443,310    27,754,994    5,726,041     23,438,327    14,771,740  
                                             -----------   -----------   ----------    -----------   -----------  

WITHDRAWAL AND TRANSFERS:
   Benefits and other policy                   
     transactions.........................       810,093       341,327       22,805        754,896        37,224  
   Withdrawal and administrative charges..        82,131        97,083        2,573         64,687        22,024  
   Transfers to other Funds and              
     Guaranteed Interest Rate Account 
     (Note 1).............................    45,566,819    18,593,662      642,046      7,759,247     1,416,476  
                                             -----------   -----------   ----------    -----------   -----------  
  Total...................................    46,459,043    19,032,072      667,424      8,578,830     1,475,724  
                                             -----------   -----------   ----------    -----------   -----------  
Net increase in net assets from               
     Contractowners transactions..........     1,984,267     8,722,922    5,058,617     14,859,497    13,296,016  
                                             -----------   -----------   ----------    -----------   -----------  
NET  (INCREASE) DECREASE IN AMOUNT                                                                                
   RETAINED BY EQUITABLE LIFE IN                                                                                  
   SEPARATE ACCOUNT                                                                                               
   NO. 45 (NOTE 5)........................      (15,805)       (36,637)      (1,814)       (18,463)       (3,030) 
                                             -----------   -----------   ----------    -----------   -----------  
                                                                                                                  
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                            
   CONTRACTOWNERS.........................     3,595,266     7,899,338    5,347,012     17,015,753    12,616,707  
NET ASSETS ATTRIBUTABLE TO                                                                                        
   CONTRACTOWNERS,                            
   BEGINNING OF PERIOD....................    16,483,342     8,584,004           --     12,616,707            --  
                                             -----------   -----------   ----------    -----------   -----------  
NET ASSETS ATTRIBUTABLE TO                                                                                        
   CONTRACTOWNERS,                          
   END OF PERIOD..........................   $20,078,608   $16,483,342   $5,347,012    $29,632,460   $12,616,707  
                                            ============  ============  ===========   ============  ============  
<CAPTION>

                                                              EQUITY SERIES (CONTINUED):
                                            -------------------------------------------------------  
                                                   MORGAN STANLEY                                     
                                                   EMERGING MARKETS               ALLIANCE            
                                                      EQUITY                  AGGRESSIVE STOCK        
                                                     FUND (b)                       FUND              
                                             ------------------------- ----------------------------
                                                1998          1997         1998            1997
                                             -----------   ----------- -------------   ------------
<S>                                          <C>           <C>          <C>            <C>         
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
                                            
   Net investment income..................   $   (19,381)  $     1,234  $   (951,147)  $   (880,189)
   Net realized gain (loss)...............      (337,130)      (26,406)    5,719,000      9,879,526
   Change in unrealized appreciation                                                                 
     (depreciation) of investments........      (770,143)     (238,282)   (6,727,068)    (1,686,216)
                                             -----------   -----------  ------------   ------------  
Net increase (decrease) in net                                                                     
     assets from                            
     operations...........................    (1,126,654)     (263,454)   (1,959,215)     7,313,121  
                                             -----------   -----------  ------------   ------------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions........................     2,708,321     1,617,148    45,526,795     66,019,813
     Transfers from other Funds and         
       Guaranteed Interest Rate Account                                                              
       (Note 1)...........................     1,357,280       889,247    12,684,235     17,726,363  
                                             -----------   -----------  ------------   ------------  
Total.....................................     4,065,601     2,506,395    58,211,030     83,746,176
                                             -----------   -----------  ------------   ------------  

WITHDRAWAL AND TRANSFERS:
   Benefits and other policy                
     transactions.........................        59,492            --     5,047,753      1,854,804  
   Withdrawal and administrative charges..         7,737           394       540,786        482,491
   Transfers to other Funds and             
     Guaranteed Interest Rate Account 
     (Note 1).............................       857,518         2,488    20,928,020     11,669,668  
                                             -----------   -----------  ------------   ------------  
  Total...................................       924,747         2,882    26,516,559     14,006,963
                                             -----------   -----------  ------------   ------------  
Net increase in net assets from             
     Contractowners transactions..........     3,140,854     2,503,513    31,694,471     69,739,213  
                                             -----------   -----------  ------------   ------------
NET  (INCREASE) DECREASE IN AMOUNT                                                                   
   RETAINED BY EQUITABLE LIFE IN                                                                     
   SEPARATE ACCOUNT                                                                                
   NO. 45 (NOTE 5)........................        10,524          (966)       35,035       (111,908)
                                             -----------   -----------  ------------   -------------

INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS.........................     2,024,724     2,239,093    29,770,291     76,940,426  
NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS,
   BEGINNING OF PERIOD....................     2,239,093            --   117,827,678     40,887,252  
                                             -----------   -----------  ------------   -------------
NET ASSETS ATTRIBUTABLE TO                                                                           
   CONTRACTOWNERS,
   END OF PERIOD..........................   $ 4,263,817   $ 2,239,093  $147,597,969   $117,827,678
                                             ===========   ===========  ============   ============
</TABLE>
- -------------------
See Notes to Financial Statements.
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on August 20, 1997.
(c)  Commenced operations on January 1, 1998.


                                     FS-12
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
                                                                     EQUITY SERIES (CONCLUDED):                
                                                     --------------------------------------------------------  
                                                                                                               
                                                         WARBURG PINCUS SMALL               ALLIANCE           
                                                            COMPANY VALUE               SMALL CAP GROWTH       
                                                               FUND (a)                     FUND (a)           
                                                     ---------------------------  ---------------------------  
                                                         1998            1997         1998            1997     
                                                     ------------    -----------   -----------    -----------  
<S>                                                   <C>           <C>            <C>            <C> 
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income.........................    $  (183,087)   $   (64,437)  $  (335,489)   $   (49,856) 
   Net realized gain (loss)......................       (395,526)       338,068      (513,118)       440,546  
   Change in unrealized appreciation                                                                          
     (depreciation) of investments...............     (3,926,557)      (300,436)   (1,477,423)      (344,436) 
                                                     -----------    -----------   -----------    -----------  
   Net increase (decrease) in net assets from                                                                 
     operations..................................     (4,505,170)       (26,805)   (2,326,030)        46,254  
                                                     -----------    -----------   -----------    -----------  
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions...............................     17,316,209     17,791,841    22,333,800     12,116,331  
     Transfers from other Funds and Guaranteed                                                                
       Interest Rate Account (Note 1)............     10,231,935     11,695,862    10,827,569      5,602,864  
                                                     -----------    -----------   -----------    -----------  
Total............................................     27,548,144     29,487,703    33,161,369     17,719,195  
                                                     -----------    -----------   -----------    -----------  

WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions........      1,086,279        134,692     1,022,179         20,842  
   Withdrawal and administrative charges.........        103,922         23,284        78,365          8,570  
   Transfers to other Funds and Guaranteed                                                                    
     Interest Rate Account (Note 1)..............      9,358,044      4,520,417     5,823,960      1,504,600  
                                                     -----------    -----------   -----------    -----------  
Total............................................     10,548,245      4,678,393     6,924,504      1,534,012  
                                                     -----------    -----------   -----------    -----------  
Net increase in net assets from Contractowners                                                                
   transactions..................................     16,999,899     24,809,310    26,236,865     16,185,183  
                                                     -----------    -----------   -----------    -----------  
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY                                                                 
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45                                                                  
   (NOTE 5)......................................        (17,047)       (10,579)      106,435         (3,378) 
                                                     -----------    -----------   -----------    -----------  
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                        
   CONTRACTOWNERS................................     12,477,682     24,771,926    24,017,270     16,228,059  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                                    
   BEGINNING OF PERIOD...........................     24,771,926             --    16,228,059             --  
                                                     -----------    -----------   -----------    -----------  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                            
   END OF PERIOD.................................    $37,249,608    $24,771,926   $40,245,329    $16,228,059  
                                                     ===========    ===========   ===========    ===========  

<CAPTION>
                                                             EQUITY SERIES (CONCLUDED):
                                                      ---------------------------------------- 
                                                       BT SMALL                                
                                                       COMPANY          MFS EMERGING GROWTH     
                                                         INDEX               COMPANIES          
                                                       FUND (b)               FUND (a)          
                                                      ----------   ---------------------------
                                                         1998          1998           1997
                                                      ----------    -----------    ----------- 
<S>                                                   <C>           <C>            <C>         
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income.........................      $  13,688   $   (372,251)   $   (15,821)
   Net realized gain (loss)......................         15,103        163,114        327,209
   Change in unrealized appreciation                                                           
     (depreciation) of investments...............         19,385     12,077,451       (259,194)
                                                      ----------    -----------    ----------- 
   Net increase (decrease) in net assets from                                                  
     operations..................................         48,176     11,868,314         52,194 
                                                      ----------    -----------    ----------- 
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions...............................      4,131,338     40,723,333      9,607,211
     Transfers from other Funds and Guaranteed         
       Interest Rate Account (Note 1)............      1,311,488      16,938,315      3,864,604 
                                                      ----------    -----------    ----------- 
Total............................................      5,442,826     57,661,648     13,471,815
                                                      ----------    -----------    ----------- 

WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions........         21,074      1,543,076         45,537
   Withdrawal and administrative charges.........          1,781         76,137         14,345
   Transfers to other Funds and Guaranteed                                                     
     Interest Rate Account (Note 1)..............        375,472      6,249,256      1,527,808 
                                                      ----------    -----------    ----------- 
Total............................................        398,327      7,868,469      1,587,690
                                                      ----------    -----------    ----------- 

Net increase in net assets from Contractowners        
   transactions..................................      5,044,499     49,793,179     11,884,125 
                                                      ----------    -----------    ----------- 
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY                                                  
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45                                                  
   (NOTE 5)......................................         (1,162)       (31,251)        (1,959)
                                                      ----------    -----------    ----------- 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                         
   CONTRACTOWNERS................................      5,091,513     61,630,242     11,934,360 
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                     
   BEGINNING OF PERIOD...........................             --     11,934,360             -- 
                                                      ----------    -----------    ----------- 
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,           
   END OF PERIOD.................................     $5,091,513    $73,564,602    $11,934,360 
                                                      ==========   ============    ===========
</TABLE>
- -------------------
See Notes to Financial Statements.
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on January 1, 1998.


                                     FS-13
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
                                                                         ASSET ALLOCATION SERIES:                 
                                                        -------------------------------------------------------   
                                                                 ALLIANCE                                         
                                                               CONSERVATIVE                   EQ/PUTNAM           
                                                              INVESTORS FUND               BALANCED FUND (a)      
                                                        ---------------------------    ------------------------   
                                                            1998           1997           1998          1997      
                                                        -----------     -----------    -----------   ----------   
<S>                                                     <C>             <C>            <C>           <C>          
INCREASE (DECREASE) IN NET ASSETS:                                                                  
FROM OPERATIONS:                                                                                   
   Net investment income.............................   $   985,456     $   481,754    $   398,729   $   51,548   
   Net realized gain (loss)..........................     3,140,287         687,695        225,623       45,528   
   Change in unrealized appreciation (depreciation)                                                               
     of investments..................................        75,336         478,094      1,243,684       73,582   
                                                        -----------     -----------    -----------   ----------   
   Net increase (decrease) in net assets from                                                                     
     operations......................................     4,201,079       1,647,543      1,868,036      170,658   
                                                        -----------     -----------    -----------   ----------   
FROM CONTRACTOWNERS TRANSACTIONS:                                     
   Contributions and Transfers:
     Contributions...................................    21,651,343      10,862,780     20,768,914    4,294,496   
     Transfers from other Funds and Guaranteed                                                                    
       Interest Rate Account (Note 1)................    13,282,997       3,151,066      9,211,559    1,721,220   
                                                        -----------     -----------    -----------   ----------   
       Total.........................................    34,934,340      14,013,846     29,980,473    6,015,716   
                                                        -----------     -----------    -----------   ----------   
WITHDRAWAL AND TRANSFERS:                                                            
   Benefits and other policy transactions............     1,883,884         567,547        567,437       17,533   
   Withdrawal and administrative charges.............       117,513         138,461         42,998       15,293   
   Transfers to other Funds and Guaranteed                                                                        
     Interest Rate Account (Note 1)..................     7,120,635       1,428,179      2,636,967      120,099   
                                                        -----------     -----------    -----------   ----------   
     Total...........................................     9,122,032       2,134,187      3,247,402      152,925   
                                                        -----------     -----------    -----------   ----------   
   Net increase in net assets from Contractowners                                                                 
     transactions....................................    25,812,308      11,879,659     26,733,071    5,862,791   
                                                        -----------     -----------    -----------   ----------   
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY                                                                     
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5)       (26,353)        (57,026)       (13,517)        (483)  
                                                        -----------     -----------    -----------   ----------   
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                            
   CONTRACTOWNERS....................................    29,987,034      13,470,176     28,587,590     6,032,966   
NET ASSETS ATTRIBUTABLE TO                                                                                        
   CONTRACTOWNERS, BEGINNING OF PERIOD...............    21,328,458       7,858,282      6,032,966           --   
                                                        -----------     -----------    -----------   ----------   
NET ASSETS ATTRIBUTABLE TO                                
   CONTRACTOWNERS, END OF PERIOD.....................   $51,315,492     $21,328,458    $34,620,556   $6,032,966   
                                                        ===========     ===========    ===========   ==========   
<CAPTION>
                                                                          ASSET ALLOCATION SERIES:
                                                         -------------------------------------------------------
                                                                   ALLIANCE               
                                                                   GROWTH                 MERRILL LYNCH WORLD
                                                                INVESTORS FUND              STRATEGY FUND (a)
                                                         ---------------------------    ------------------------
                                                             1998           1997           1998          1997
                                                         ------------    -----------    ----------    ---------- 
<S>                                                      <C>             <C>            <C>           <C>        
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income.............................    $    822,873    $   736,541    $   10,810    $    2,974
   Net realized gain (loss)..........................      10,536,120      3,620,598       (38,321)       24,219
   Change in unrealized appreciation (depreciation)                                                              
     of investments..................................       4,546,177      1,844,488       211,040      (129,123)
                                                         ------------    -----------    ----------    ---------- 
   Net increase (decrease) in net assets from                                                                   
     operations......................................      15,905,170      6,201,627       183,529      (101,930)
                                                         ------------    -----------    ----------    ---------- 
FROM CONTRACTOWNERS TRANSACTIONS:                        
   Contributions and Transfers:
     Contributions...................................      44,347,044     32,084,069     2,756,653     2,043,811
     Transfers from other Funds and Guaranteed                                                                   
       Interest Rate Account (Note 1)................      13,494,160      7,981,423     1,208,993       561,601 
                                                         ------------    -----------    ----------    ---------- 
       Total.........................................      57,841,204     40,065,492     3,965,646     2,605,412 
                                                         ------------    -----------    ----------    ---------- 
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions............       3,711,360      1,014,211       125,335         3,514
   Withdrawal and administrative charges.............         325,958        421,582        13,717         2,597
   Transfers to other Funds and Guaranteed                                                                       
     Interest Rate Account (Note 1)..................       9,119,743      2,744,848       463,447        84,455 
                                                         ------------    -----------    ----------    ---------- 
     Total...........................................      13,157,061      4,180,641       602,499        90,566
                                                         ------------    -----------    ----------    ---------- 
   Net increase in net assets from Contractowners                                                                
     transactions....................................      44,684,143     35,884,851     3,363,147     2,514,846 
                                                         ------------    -----------    ----------    ---------- 
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY                                                                    
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5)         (93,008)      (111,839)      (17,508)         (121)
                                                         ------------    -----------    ----------    ---------- 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                           
   CONTRACTOWNERS....................................      60,496,305     41,974,639     3,529,168     2,412,795 
NET ASSETS ATTRIBUTABLE TO                                                                                       
   CONTRACTOWNERS, BEGINNING OF PERIOD...............      65,983,034     24,008,395     2,412,795            -- 
                                                         ------------    -----------    ----------    ---------- 
NET ASSETS ATTRIBUTABLE TO                              
   CONTRACTOWNERS, END OF PERIOD.....................    $126,479,339    $65,983,034    $5,941,963    $2,412,795 
                                                         ============    ===========    ==========    ========== 
</TABLE>
- -------------------
See Notes to Financial Statements.
(a)  Commenced operations on May 1, 1997.


                                     FS-14
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

1.   General

     The Equitable Life Assurance Society of the United States (Equitable Life)
     Separate Account No. 45 (the Account) is organized as a unit investment
     trust, a type of investment company, and is registered with the Securities
     and Exchange Commission under the Investment Company Act of 1940 (the 1940
     Act). Alliance Capital Management L.P., an indirect majority owned
     subsidiary of Equitable Life, manages The Hudson River Trust (HRT) and is 
     the investment adviser for all of the investment funds of HRT. EQ Financial
     Consultants, Inc., ("EQFC") is a wholly owned subsidiary of Equitable Life.
     EQFC manages the EQ Advisors Trust (EQAT) and has overall responsibility
     for general management and administration of EQAT. The Account consists of
     25 investment funds (Funds): Alliance Money Market Fund, Alliance
     Intermediate Government Securities Fund, Alliance High Yield Fund, T. Rowe
     Price Equity Income Fund, EQ/Putnam Growth & Income Value Fund, Alliance
     Growth & Income Fund, BT Equity 500 Index Fund, Alliance Equity Index Fund,
     Merrill Lynch Basic Value Equity Fund, Alliance Common Stock Fund, MFS
     Research Fund, Alliance Global Fund, Alliance International Fund, BT
     International Equity Index Fund, T. Rowe Price International Stock Fund,
     Morgan Stanley Emerging Markets Equity Fund, Alliance Aggressive Stock
     Fund, Warburg Pincus Small Company Value Fund, Alliance Small Cap Growth
     Fund, BT Small Company Index Fund, MFS Emerging Growth Companies Fund,
     Alliance Conservative Investors Fund, EQ/Putnam Balanced Fund, Alliance
     Growth Investors Fund and Merrill Lynch World Strategy Fund. The assets in
     each Fund are invested in shares of a corresponding portfolio (Portfolio)
     of a mutual fund, Class 1A and 1B shares of HRT or Class 1B shares of EQAT
     (collectively, the "Trusts"). Class 1A and 1B shares are offered by the
     Trusts at net asset value. Both classes of shares are subject to fees for
     investment management and advisory services and other Trust expenses. Class
     1B shares are subject to distribution fees imposed under a distribution
     plan (herein the "Rule 12b-1 Plans") adopted pursuant to Rule 12b-1 under
     the 1940 Act, as amended. The Rule 12b-1 Plans provide that the Trusts, on
     behalf of each Fund, may charge annually up to 0.25% of the average daily
     net assets of a Fund attributable to its Class 1B shares in respect of
     activities primarily intended to result in the sale of the Class 1B shares.
     These fees are reflected in the net asset value of the shares. Class 1A
     shares of HRT continue to be purchased by contracts in-force prior to May
     1, 1997. The Trusts are open-ended, diversified management investment
     companies that sell their shares to separate accounts of insurance
     companies. Each Portfolio has separate investment objectives.

     EQFC earns fees from both Trusts under distribution agreements held with
     the Trusts. EQFC also earns fees under an investment management agreement
     with EQAT. Alliance earns fees under an investment advisory agreement
     with the HRT.

     The Account is used to fund benefits for the Equitable Accumulator and
     Income Manager Accumulator non-qualified deferred variable annuities which
     combine the portfolios in the Account with guaranteed fixed rate options,
     and the Equitable Accumulator IRA and Income Manager Accumulator IRA, which
     offer the same investment options as Equitable Accumulator and Income
     Manager Accumulator for the non-qualified market. The Equitable Accumulator
     and Income Manager Accumulator are also available for purchase by certain
     types of qualified plans. The Equitable Accumulator (IRA, NQ and QP) and
     Income Manager Accumulator (IRA, NQ and QP), collectively referred to as
     the Contracts, are offered under group and individual variable annuity
     forms.

     All Contracts are issued by Equitable Life. The assets of the Account are
     the property of Equitable Life. However, the portion of the Account's
     assets attributable to the Contracts will not be chargeable with
     liabilities arising out of any other business Equitable Life may conduct.

     Receivable/Payable for policy-related transactions represent amounts due
     to/from general account predominately related to premiums, surrenders and
     death benefit.

     Contractowners may allocate amounts in their individual accounts to the
     Funds of the Account, and/or to the guaranteed interest account of
     Equitable Life's General Account, and/or to other Separate Accounts. The
     net assets of any Fund of the Account may not be less than the aggregate of
     the Contractowners' accounts allocated to that Fund. Additional assets are
     set aside in Equitable Life's General Account to provide for other policy
     benefits, as required under the state insurance law. Equitable Life's
     General Account is subject to creditor rights.

     Included in the Withdrawal and Administrative Charges line of the
     Statements of Changes in Net Assets are certain administrative charges
     which are deducted from the Contractowners account value.


                                     FS-15
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 1998

2.   Significant Accounting Policies

     The accompanying financial statements are prepared in conformity with
     generally accepted accounting principles (GAAP). The preparation of
     financial statements in conformity with GAAP requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the financial statements and the reported amounts of revenues and
     expenses during the reporting period. Actual results could differ from
     those estimates.

     Investments are made in shares of the Trust and are valued at the net asset
     values per share of the respective Portfolios. The net asset value is
     determined by the Trust using the market or fair value of the underlying
     assets of the Portfolio less liabilities.

     Investment transactions in the Trusts are recorded on the trade date.
     Realized gains and losses include (1) gains and losses on redemptions of
     the Trust's shares (determined on the identified cost basis) and (2) Trust
     distributions representing the net realized gains on Trust investment
     transactions which are distributed by the Trusts at the end of each year
     and automatically reinvested in additional shares. Dividends are recorded
     by HRT at the end of each quarter and by EQAT in the fourth quarter on the
     ex-dividend date. Capital gains are distributed by the Trust at the end of
     each year.

     No federal income tax based on net income or realized and unrealized
     capital gains is currently applicable to Contracts participating in the
     Account by reason of applicable provisions of the Internal Revenue Code and
     no federal income tax payable by Equitable Life is expected to affect the
     unit value of Contracts participating in the Account. Accordingly, no
     provision for income taxes is required. However, Equitable Life retains the
     right to charge for any federal income tax incurred which is attributable
     to the Account if the law is changed.

3.   Asset Charges

     Charges are made directly against the net assets of the Account and are
     reflected daily in the computation of the unit values of the Contracts.
     Under the Contracts, Equitable Life charges for mortality and expense risks
     at an annual rate of 1.10% of daily net assets for Equitable Accumulator
     Contracts (0.90% for Income Manager Accumulator Contracts). In addition,
     asset-based administrative charges are also charged to the account at an
     annual rate of 0.25% of daily net assets. The charges may be retained in
     the Account by Equitable Life and participate in the net investment results
     of the Trusts. The aggregate of these charges may not exceed a total
     effective annual rate of 1.35% for Equitable Accumulator (1.15% for Income
     Manager Accumulator). Trust shares are valued at their net asset value with
     investment advisory or management fees, the 12b-1 fee, and other expenses
     of the Trust, in effect, passed on to the Account and reflected in the
     accumulation unit values of the Contracts.

4.   Contributions, Transfers and Charges

     Net accumulation units issued and redeemed during the periods indicated
     were:

                                                 DECEMBER 31,     DECEMBER 31,
                                                     1998             1997
                                                --------------   --------------
     ALLIANCE MONEY MARKET FUND                              (IN THOUSANDS)  
     --------------------------                              --------------  
       Net Issued (Redeemed) Class A 115bp ..........      (89)         (374)
       Net Issued (Redeemed) Class B 0bp ............      853         1,178
       Net Issued (Redeemed) Class B 115bp ..........      399           794
       Net Issued (Redeemed) Class B 135bp ..........    1,566            --
                                                                   
ALLIANCE INTERMEDIATE  GOVERNMENT  SECURITIES FUND 
- -------------------------------------------------- 

       Net Issued (Redeemed) Class A 115bp ..........      111           161 
       Net Issued (Redeemed) Class B 115bp ..........      734           345 
       Net Issued (Redeemed) Class B 135bp ..........      928            --


                                     FS-16
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

4.   Contributions, Transfers and Charges (Continued)

     Net accumulation units issued and redeemed during the periods indicated
     were:

                                           DECEMBER 31,     DECEMBER 31,
                                              1998             1997
                                         --------------   --------------
     ALLIANCE HIGH YIELD FUND (a)                  (IN THOUSANDS)
     ----------------------------
                                         
       Net Issued (Redeemed) Class A 115bp.....    75          98
       Net Issued (Redeemed) Class B 115bp.....   946         505
       Net Issued (Redeemed) Class B 135bp.....   801          --
                                                      
     T. ROWE PRICE EQUITY INCOME FUND (a)                  
     ------------------------------------                  
                                                      
       Net Issued (Redeemed) Class B 115bp..... 1,537       1,565
       Net Issued (Redeemed) Class B 135bp..... 1,059          --
                                                      
     EQ/PUTNAM GROWTH & INCOME FUND (a)                    
     ----------------------------------                    
                                                      
       Net Issued (Redeemed) Class B 115bp..... 1,117       1,230
       Net Issued (Redeemed) Class B 135bp.....   867          --
                                                      
     ALLIANCE GROWTH & INCOME FUND                         
     -----------------------------                         
                                                      
       Net Issued (Redeemed) Class A 115bp.....    48       2,377
       Net Issued (Redeemed) Class B 115bp..... 2,016       1,829
       Net Issued (Redeemed) Class B 135bp..... 1,854          --
                                                      
     BT EQUITY 500 INDEX  (c)                              
     ------------------------                              
                                                      
       Net Issued (Redeemed) Class B 115bp..... 2,189          --
       Net Issued (Redeemed) Class B 135bp..... 2,246          --
                                                      
     ALLIANCE EQUITY INDEX FUND (a)                        
     ------------------------------                        
                                                      
       Net Issued (Redeemed) Class A 115bp.....    --          --
       Net Issued (Redeemed) Class B 115bp.....     9           5
       Net Issued (Redeemed) Class B 135bp.....     2          --
                                                      
     MERRILL LYNCH BASIC VALUE FUND (a)                    
     ----------------------------------                    
                                                      
       Net Issued (Redeemed) Class B 115bp..... 1,278         849
       Net Issued (Redeemed) Class B 135bp..... 1,010          --
                                                      
     ALLIANCE COMMON STOCK FUND                            
     --------------------------                            
                                                      
       Net Issued (Redeemed) Class A 115bp.....   (35)        620
       Net Issued (Redeemed) Class B 115bp.....   582         519
       Net Issued (Redeemed) Class B 135bp.....   550          --
                                                      
- ----------                                                         
(a)  Commenced operations on May 1, 1997.                      
(b)  Commenced operations on August 20, 1997.                  
(c)  Commenced operations on January 1, 1998.                  


                                     FS-17                   
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

4.   Contributions, Transfers and Charges (Continued)

     Net accumulation units issued and redeemed during the periods indicated
     were:

                                                DECEMBER 31,   DECEMBER 31,
                                                    1998           1997
                                               -------------  -------------
     MFS RESEARCH FUND (a)                              (IN THOUSANDS)
     ---------------------

       Net Issued (Redeemed) Class B 115bp ....    1,244            1,039
       Net Issued (Redeemed) Class B 135bp ....    1,479               --
                                                            
     ALLIANCE GLOBAL FUND                                        
     --------------------                                        

       Net Issued (Redeemed) Class A 115bp ....     (103)             444
       Net Issued (Redeemed) Class B 115bp ....      360              308
       Net Issued (Redeemed) Class B 135bp ....      354               --
                                                            
     ALLIANCE INTERNATIONAL FUND                                 
     ---------------------------                                 

       Net Issued (Redeemed) Class A 115bp ....     (150)             438
       Net Issued (Redeemed) Class B 115bp ....      153              285
       Net Issued (Redeemed) Class B 135bp ....      166               --
                                                            
     BT INTERNATIONAL EQUITY INDEX (c)                           
     ---------------------------------                           

       Net Issued (Redeemed) Class B 115bp ....      209               --
       Net Issued (Redeemed) Class B 135bp ....      242               --
                                                            
     T. ROWE PRICE INTERNATIONAL STOCK FUND (a)                  
     ------------------------------------------                  

       Net Issued (Redeemed) Class B 115bp ....      704            1,291
       Net Issued (Redeemed) Class B 113bp ....      705               --
                                                            
     MORGAN STANLEY EMERGING MARKETS FUND (b)                    
     ----------------------------------------                    

       Net Issued (Redeemed) Class B 115bp ....      285              282
       Net Issued (Redeemed) Class B 135bp ....      177               --
                                                            
     ALLIANCE AGGRESSIVE STOCK FUND                              
     ------------------------------                              

       Net Issued (Redeemed) Class A 115bp ....     (160)             641
       Net Issued (Redeemed) Class B 115bp ....      311              369
       Net Issued (Redeemed) Class B 135bp ....      293               --
                                                    

- ------------------
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on August 20, 1997.
(c)  Commenced operations on January 1, 1998.


                                     FS-18
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

4.   Contributions, Transfers and Charges (Concluded)

     Net accumulation units issued and redeemed during the periods indicated
     were:

                                                      DECEMBER 31,  DECEMBER 31,
                                                         1998          1997
                                                     -------------  ------------
     WARBURG PINCUS SMALL COMPANY  FUND (a)                (IN THOUSANDS)
     -------------------------------------
       Net Issued (Redeemed) Class B 115bp...........    888           2,096
       Net Issued (Redeemed) Class B 135bp...........    560              --
       Net Issued (Redeemed) Class B 135bp...........  1,448              --

     ALLIANCE SMALL CAP GROWTH FUND (a)
     --------------------------------------
       Net Issued (Redeemed) Class A 115bp...........    106             208
       Net Issued (Redeemed) Class B 115bp...........  1,222           1,084
       Net Issued (Redeemed) Class B 135bp...........    775              --

     MFS EMERGING GROWTH COMPANIES FUND (a)
     -------------------------------------
       Net Issued (Redeemed) Class B 115bp...........  1,637             982
       Net Issued (Redeemed) Class B 135bp...........  1,942              --
     
     BT SMALL COMPANY INDEX FUND (b)
     ------------------------------------
       Net Issued (Redeemed) Class B 115bp...........    243              --
       Net Issued (Redeemed) Class B 135bp...........    284              --

     ALLIANCE CONSERVATIVE INVESTORS FUND
     --------------------------------------
       Net Issued (Redeemed) Class A 115bp...........     52             356
       Net Issued (Redeemed) Class B 115bp...........    565             295
       Net Issued (Redeemed) Class B 135bp...........    659              --

     EQ/PUTNAM BALANCED FUND (a)
     --------------------------------
       Net Issued (Redeemed) Class B 115bp...........  1,094             531
       Net Issued (Redeemed) Class B 135bp...........  1,136              --

     ALLIANCE GROWTH INVESTORS FUND
     ---------------------------------
       Net Issued (Redeemed) Class A 115bp...........    (81)            682
       Net Issued (Redeemed) Class B 115bp...........    778             581
       Net Issued (Redeemed) Class B 135bp...........    694              --

     MERRILL LYNCH WORLD STRATEGY FUND (a)
     ----------------------------------------
       Net Issued (Redeemed) Class B 115bp...........    170             232
       Net Issued (Redeemed) Class B 135bp...........    140              --

- ------------------
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on January 1, 1998.
(c)  Units were made available for sale on May 1, 1998.


                                     FS-19
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

5.   Amounts retained by Equitable Life in Separate Account No. 45

     The amount retained by Equitable Life in the Account arises principally
     from (1) contributions from Equitable Life, (2) mortality and expense
     charges and asset-based administrative charges accumulated in the account,
     and (3) that portion, determined ratably, of the Account's investment
     results applicable to those assets in the Account in excess of the net
     assets for the Contracts. Amounts retained by Equitable Life are not
     subject to charges for mortality and expense risks and asset-based
     administrative expenses.

     Amounts retained by Equitable Life in the Account may be transferred at any
     time by Equitable Life to its General Account.

     The following table shows the contributions (withdrawals) in net amounts
     retained by Equitable Life by investment fund:

                                                    YEARS ENDED DECEMBER 31,
                                                  ------------------------------
          INVESTMENT FUND                               1998           1997
          ---------------                         ------------------------------


  Alliance Money Market Fund .....................   $  (908,916)   $(240,000)
  Alliance Intermediate Government Securities Fund      (293,270)     (60,000)
  Alliance High Yield Fund(1) ....................      (593,703)      10,000
  T. Rowe Price Equity Income Fund(1) ............      (397,541)          --
  EQ/Putnam Growth & Income Value Fund(1) ........      (300,588)          --
  Alliance Growth & Income Fund ..................    (1,926,708)    (250,000)
  BT Equity 500 Index Fund(3) ....................      (161,967)          --
  Alliance Equity Index Fund .....................        (2,128)       5,000
  Merrill Lynch Basic Value Equity Fund(1) .......      (268,189)          --
  Alliance Common Stock Fund .....................    (6,883,461)    (840,000)
  MFS Research Fund(1) ...........................      (329,924)          --
  Alliance Global Fund ...........................      (708,300)    (185,000)
  Alliance International Fund ....................      (298,470)    (120,000)
  BT International Equity Index Fund(3) ..........       (17,272)          --
  T. Rowe Price International Stock Fund(1) ......      (223,491)          --
  Morgan Stanley Emerging Markets Equity Fund(2) .       (17,574)          --
  Alliance Aggressive Stock Fund .................    (1,947,808)    (435,000)
  Warburg Pincus Small Company Value Fund(1) .....      (365,698)          --
  Alliance Small Cap Growth Fund(1) ..............      (232,599)      10,000
  BT Small Company Index Fund(3) .................       (15,197)          --
  MFS Emerging Growth Companies Fund(1) ..........      (389,504)          --
  Alliance Conservative Investors Fund ...........      (415,465)     (87,000)
  EQ/Putnam Balanced Fund(1) .....................      (196,023)          --
  Alliance Growth Investors Fund .................    (1,444,473)    (185,000)
  Merrill Lynch World Strategy Fund(1) ...........       (45,763)          --

- -------------------
(1)  Commenced operations on May 1, 1997.-
(2)  Commenced operations on August 20, 1997.
(3)  Commenced operations on January 1, 1998.


                                     FS-20
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------
<S>                                                               <C>                     <C>             <C> 
ALLIANCE MONEY MARKET FUND
- --------------------------
Class A 115bp Unit value, beginning of period..............         $25.85                $24.81          $23.83
Class A 115bp Unit value, end of period....................         $26.92                $25.85          $24.81
Class B 0bp Unit value, beginning of period (a)............         $31.27                $30.25              --
Class B 0bp Unit value, end of period (a) .................         $32.86                $31.27              --
Class B 115bp Unit value, beginning of period (b)..........         $25.85                $25.17              --
Class B 115bp Unit value, end of period (b)................         $26.85                $25.85              --
Class B 135bp Unit value, beginning of period (c)..........         $25.31                    --              --
Class B 135bp Unit value, end of period (c)................         $25.92                    --              --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................            839                   928           1,302
   Class B 0bp.............................................          2,031                 1,178              --
   Class B 115bp...........................................          1,193                   794              --
   Class B 135bp...........................................          1,566                    --              --

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND
- ------------------------------------------------
Class A 115bp Unit value, beginning of period..............         $14.60                $13.77          $13.42
Class A 115bp Unit value, end of period....................         $15.55                $14.60          $13.77
Class B 115bp Unit value, beginning of period (b)..........         $14.58                $13.88              --
Class B 115bp Unit value, end of period (b)................         $15.49                $14.58              --
Class B 135bp Unit value, beginning of period (c)..........         $14.59                    --              --
Class B 135bp Unit value, end of period (c)................         $15.25                    --              --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................            524                   413             252
   Class B 115bp...........................................          1,079                   345              --
   Class B 135bp...........................................            929                    --              --

ALLIANCE HIGH YIELD FUND
- ------------------------
Class A 115bp Unit value, beginning of period (a)..........         $30.73                $26.95              --
Class A 115bp Unit value, end of period (a)................         $28.81                $30.73              --
Class B 115bp Unit value, beginning of period (a)..........         $30.63                $26.91              --
Class B 115bp Unit value, end of period (a)................         $28.65                $30.63              --
Class B 135bp Unit value, beginning of period (c)..........         $31.54                    --              --
Class B 135bp Unit value, end of period (c)................         $27.96                    --              --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................            173                    98              --
   Class B 115bp...........................................          1,451                   505              --
   Class B 135bp...........................................            801                    --              --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Units were made available for sale on May 1, 1997.
(c)  Units were made available for sale on May 1, 1998.


                                     FS-21
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                            YEARS ENDED DECEMBER 31,
                                                                  ------------------------------------------
                                                                      1998            1997           1996
                                                                  -----------      -----------    ----------
<S>                                                                 <C>              <C>          C>       
T. ROWE PRICE EQUITY INCOME FUND (a)
- ------------------------------------
Class B 115bp Unit value, beginning of period..............         $12.12           $10.00           --
Class B 115bp Unit value, end of period....................         $13.07           $12.12           --
Class B 135bp Unit value, beginning of period (c)..........         $13.19               --           --
Class B 135bp Unit value, end of period (c)................         $13.02               --           --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          3,102            1,565           --
   Class B 135bp...........................................          1,059               --           --

EQ/PUTNAM GROWTH & INCOME VALUE FUND (a)
- ----------------------------------------
Class B 115bp Unit value, beginning of period..............         $11.53           $10.00           --
Class B 115bp Unit value, end of period....................         $12.86           $11.53           --
Class B 135bp Unit value, beginning of period (c) .........         $12.86               --           --
Class B 135bp Unit value, end of period (c) ...............         $12.82               --           --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          2,347            1,230           --
   Class B 135bp...........................................            867               --           --

ALLIANCE GROWTH & INCOME FUND
- -----------------------------
Class A 115bp Unit value, beginning of period..............         $17.83           $14.23       $11.99
Class A 115bp Unit value, end of period....................         $21.30           $17.83       $14.23
Class B 115bp Unit value, beginning of period (b)..........         $17.80           $14.67           --
Class B 115bp Unit value, end of period (b)................         $21.22           $17.80           --
Class B 135bp Unit value, beginning of period (c)..........         $19.99               --           --
Class B 135bp Unit value, end of period (c)................         $20.99               --           --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................          3,481            3,433        1,056
   Class B 115bp...........................................          3,845            1,829           --
   Class B 135bp...........................................          1,853               --           --

BT EQUITY 500 INDEX FUND (c)
- ----------------------------
Class B 115bp Unit value, beginning of period..............         $10.00               --           --
Class B 115bp Unit value, end of period....................         $12.37               --           --
Class B 135bp Unit value, beginning of period (c)..........         $11.28               --           --
Class B 135bp Unit value, end of period (c)................         $12.34               --           --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          2,189               --           --
   Class B 135bp...........................................          2,426               --           --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Units were made available for sale on May 1, 1997.
(c)  Units were made available for sale on May 1, 1998.


                                     FS-22
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>

                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------
<S>                                                                <C>                   <C>            <C>    
ALLIANCE EQUITY INDEX FUND (a)
- ------------------------------
Class A 115bp Unit value, beginning of period..............         $21.41                $17.62             --
Class A 115bp Unit value, end of period....................         $27.11                $21.41             --
Class B 115bp Unit value, beginning of period..............         $21.38                $17.62             --
Class B 115bp Unit value, end of period....................         $26.99                $21.38             --
Class B 135bp Unit value, beginning of period (d)..........         $24.44                    --             --
Class B 135bp Unit value, end of period (d)................         $26.73                    --             --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................             --                    --             --
   Class B 115bp...........................................             14                     5             --
   Class B 135bp...........................................              2                    --             --

MERRILL LYNCH BASIC VALUE EQUITY FUND (a)
- -----------------------------------------
Class B 115bp Unit value, beginning of period (b)..........         $11.61                $10.00             --
Class B 115bp Unit value, end of period (b)................         $12.81                $11.61             --
Class B 135bp Unit value, beginning of period (d)..........         $13.70                    --             --
Class B 135bp Unit value, end of period (d)................         $12.76                    --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          2,127                   849             --
   Class B 135bp...........................................          1,009                    --             --

ALLIANCE COMMON STOCK FUND
- --------------------------
Class A 115bp Unit value, beginning of period..............        $195.37               $152.96        $124.52
Class A 115bp Unit value, end of period....................        $249.88               $195.37        $152.96
Class B 115bp Unit value, beginning of period (b)..........        $194.74               $153.35             --
Class B 115bp Unit value, end of period (b)................        $248.45               $194.74             --
Class B 135bp Unit value, beginning of period (d)..........        $211.50                    --             --
Class B 135bp Unit value, end of period (d)................        $237.18                    --             --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................          1,079                 1,114            494
   Class B 115bp...........................................          1,101                   519             --
   Class B 135bp...........................................            550                    --             --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Units were made available for sale on May 1, 1997.
(c)  Commenced operations on January 1, 1998.
(d)  Units were made available for sale on May 1, 1998.


                                     FS-23
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------
<S>                                                                 <C>                  <C>            <C>   
MFS RESEARCH FUND (a)
- ---------------------
Class B 115bp Unit value, beginning of period..............         $11.52               $10.00             --
Class B 115bp Unit value, end of period....................         $14.13               $11.52             --
Class B 135bp Unit value, beginning of period (d)..........         $13.53                   --             --
Class B 135bp Unit value, end of period (d)................         $14.08                   --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          2,283                1,039             --
   Class B 135bp...........................................          1,479                   --             --

ALLIANCE GLOBAL FUND
- --------------------
Class A 115bp Unit value, beginning of period..............         $27.85               $25.25         $22.29
Class A 115bp Unit value, end of period....................         $33.53               $27.85         $25.25
Class B 115bp Unit value, beginning of period (c)..........         $27.76               $24.87             --
Class B 115bp Unit value, end of period (c)................         $33.34               $27.76             --
Class B 135bp Unit value, beginning of period (d)..........         $31.57                   --             --
Class B 135bp Unit value, end of period (d)................         $32.58                   --             --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................            971                1,074            609
   Class B 115bp...........................................            668                  308             --
   Class B 135bp...........................................            354                   --             --

ALLIANCE INTERNATIONAL FUND
- ---------------------------
Class A 115bp Unit value, beginning of period..............         $11.48               $11.98         $11.03
Class A 115bp Unit value, end of period....................         $12.54               $11.48         $11.98
Class B 115bp Unit value, beginning of period (c)..........         $11.46               $11.86             --
Class B 115bp Unit value, end of period (c)................         $12.49               $11.46             --
Class B 135bp Unit value, beginning of period (d)..........         $13.41                   --             --
Class B 135bp Unit value, end of period (d)................         $12.40                   --             --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................          1,001                1,151            717
   Class B 115bp...........................................            438                  285             --
   Class B 135bp...........................................            166                   --             --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on January 1, 1998.
(c)  Units were made available for sale on May 1, 1997.
(d)  Units were made available for sale on May 1, 1998.


                                     FS-24
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------

<S>                                                                 <C>                <C>            <C>   
BT INTERNATIONAL EQUITY INDEX FUND (c)
- --------------------------------------
Class B 115bp Unit value, beginning of period..............         $10.00                 --             --
Class B 115bp Unit value, end of period....................         $11.87                 --             --
Class B 135bp Unit value, beginning of period (e)..........         $11.50                 --             --
Class B 135bp Unit value, end of period (e)................         $11.85                 --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................            209                 --             --
   Class B 135bp...........................................            242                 --             --

T. ROWE PRICE INTERNATIONAL STOCK FUND (a)
- ------------------------------------------
Class B 115bp Unit value, beginning of period..............          $9.77             $10.00             --
Class B 115bp Unit value, end of period....................         $10.98              $9.77             --
Class B 135bp Unit value, beginning of period (e)..........         $11.13                 --             --
Class B 135bp Unit value, end of period (e)................         $10.95                 --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          1,995              1,291             --
   Class B 135bp...........................................            705                 --             --

MORGAN STANLEY EMERGING MARKETS EQUITY FUND (b)
- -----------------------------------------------
Class B 115bp Unit value, beginning of period..............          $7.95             $10.00             --
Class B 115bp Unit value, end of period....................          $5.73              $7.95             --
Class B 135bp Unit value, beginning of period(e)...........          $8.23                 --             --
Class B 135bp Unit value, end of period (e)................          $5.72                 --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................            567                282             --
   Class B 135bp...........................................            177                 --             --

ALLIANCE AGGRESSIVE STOCK FUND
- ------------------------------
Class A 115bp Unit value, beginning of period..............         $72.23             $65.94         $54.59
Class A 115bp Unit value, end of period....................         $71.60             $72.23         $65.94
Class B 115bp Unit value, beginning of period (d)..........         $72.00             $62.84             --
Class B 115bp Unit value, end of period (d)................         $71.21             $72.00             --
Class B 135bp Unit value, beginning of period (e)..........         $79.87                 --             --
Class B 135bp Unit value, end of period (e)................         $69.37                 --             --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................          1,101              1,261            620
   Class B 115bp...........................................            680                369             --
   Class B 135bp...........................................            293                 --             --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on August 20, 1997.
(c)  Commenced operations on January 1, 1998.
(d)  Units were made available for sale May 1, 1997.
(e)  Units were made available for sale on May 1, 1998.


                                     FS-25
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------
<S>                                                                 <C>                 <C>                <C> 
WARBURG PINCUS SMALL COMPANY VALUE FUND (a)
- -------------------------------------------
Class B 115bp Unit value, beginning of period..............         $11.82              $10.00             --
Class B 115bp Unit value, end of period....................         $10.52              $11.82             --
Class B 135bp Unit value, beginning of period (c)..........         $12.72                  --             --
Class B 135bp Unit value, end of period (c)................         $10.48                  --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          2,984               2,096             --
   Class B 135bp...........................................            560                  --             --

ALLIANCE SMALL CAP GROWTH FUND (a)
- ----------------------------------
Class A 115bp Unit value, beginning of period..............         $12.57              $10.00             --
Class A 115bp Unit value, end of period....................         $11.90              $12.57             --
Class B 115bp Unit value, beginning of period..............         $12.55              $10.00             --
Class B 115bp Unit value, end of period....................         $11.86              $12.55             --
Class B 135bp Unit value, beginning of period (c)..........         $14.29                  --             --
Class B 135bp Unit value, end of period (c)................         $11.82                  --             --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................            314                 208             --
   Class B 115bp...........................................          2,306               1,084             --
   Class B 135bp...........................................            775                  --             --

BT SMALL COMPANY INDEX FUND (b)
- -------------------------------
Class B 115bp Unit value, beginning of period..............         $10.00                  --             --
Class B 115bp Unit value, end of period....................          $9.66                  --             --
Class B 135bp Unit value, beginning of period (c)..........         $10.97                  --             --
Class B 135bp Unit value, end of period (c)................          $9.64                  --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................            244                  --             --
   Class B 135bp...........................................            284                  --             --

MFS EMERGING GROWTH FUND (a)
- ----------------------------
Class B 115bp Unit value, beginning of period..............         $12.15              $10.00             --
Class B 115bp Unit value, end of period....................         $16.16              $12.15             --
Class B 135bp Unit value, beginning of period (c)..........         $14.42                  --             --
Class B 135bp Unit value, end of period (c)................         $16.10                  --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          2,619                 982             --
   Class B 135bp...........................................          1,942                  --             --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on January 1, 1998.
(c)  Units were made available for sale on May 1, 1998.


                                     FS-26
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------

<S>                                                                  <C>                <C>              <C>   
ALLIANCE CONSERVATIVE INVESTORS FUND
- ------------------------------------
Class A 115bp Unit value, beginning of period..............          $19.26             $17.21           $16.55
Class A 115bp Unit value, end of period....................          $21.68             $19.26           $17.21
Class B 115bp Unit value, beginning of period (b)..........          $19.23             $17.33               --
Class B 115bp Unit value, end of period (b)................          $21.60             $19.23               --
Class B 135bp Unit value, beginning of period (c)..........          $20.06                 --               --
Class B 135bp Unit value, end of period (c)................          $21.20                 --               --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................             865                813              457
   Class B 115bp...........................................             860                295               --
   Class B 135bp...........................................             659                 --               --

EQ/PUTNAM BALANCED FUND (a)
- ---------------------------
Class B 115bp Unit value, beginning of period..............          $11.36             $10.00               --
Class B 115bp Unit value, end of period....................          $12.56             $11.36               --
Class B 135bp Unit value, beginning of period (c)..........          $12.29                 --               --
Class B 135bp Unit value, end of period (c)................          $12.51                 --               --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................           1,625                531               --
   Class B 135bp...........................................           1,136                 --               --

ALLIANCE GROWTH INVESTORS FUND
- ------------------------------
Class A 115bp Unit value, beginning of period..............          $30.31             $26.26           $23.59
Class A 115bp Unit value, end of period....................          $35.70             $30.31           $26.26
Class B 115bp Unit value, beginning of period (b)..........          $30.22             $26.23               --
Class B 115bp Unit value, end of period (b)................          $35.50             $30.22               --
Class B 135bp Unit value, beginning of period (c)..........          $32.93                 --               --
Class B 135bp Unit value, end of period (c)................          $34.84                 --               --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................           1,515              1,596              914
   Class B 115bp...........................................           1,359                581               --
   Class B 135bp...........................................             694                 --               --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Units were made available for sale on May 1, 1997.
(c)  Units were made available for sale on May 1, 1998.


                                     FS-27
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Concluded)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------

<S>                                                                 <C>                 <C>                <C>
MERRILL LYNCH WORLD STRATEGY FUND (a)
- -------------------------------------

Class B 115bp Unit value, beginning of period..............         $10.39              $10.00             --
Class B 115bp Unit value, end of period....................         $10.97              $10.39             --
Class B 135bp Unit value, beginning of period (b)..........         $11.31                  --             --
Class B 135bp Unit value, end of period (b)................         $10.94                  --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................            402                 232             --
   Class B 135bp...........................................            140                  --             --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Units were made available for sale on May 1, 1998.

                                     FS-28




<PAGE>







                        Report of Independent Accountants


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

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of earnings,  of shareholder's equity and comprehensive
income 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, 1998 and 1997, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period ended December 31, 1998, 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 method of accounting for long-lived assets in 1996.




/s/PricewaterhouseCoopers LLP
- -----------------------------
PricewaterhouseCoopers LLP
New York, New York
February 8, 1999
                                      F-1
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>

                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
<S>                                                                            <C>                  <C>          
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value.............................   $    18,993.7        $    19,630.9
    Held to maturity, at amortized cost.....................................           125.0                  -
  Mortgage loans on real estate.............................................         2,809.9              2,611.4
  Equity real estate........................................................         1,676.9              2,495.1
  Policy loans..............................................................         2,086.7              2,422.9
  Other equity investments..................................................           713.3                951.5
  Investment in and loans to affiliates.....................................           928.5                731.1
  Other invested assets.....................................................           808.2                612.2
                                                                              -----------------    -----------------
      Total investments.....................................................        28,142.2             29,455.1
Cash and cash equivalents...................................................         1,245.5                300.5
Deferred policy acquisition costs...........................................         3,563.8              3,236.6
Amounts due from discontinued operations....................................             2.7                572.8
Other assets................................................................         3,051.9              2,687.4
Closed Block assets.........................................................         8,632.4              8,566.6
Separate Accounts assets....................................................        43,302.3             36,538.7
                                                                              -----------------    -----------------

Total Assets................................................................   $    87,940.8        $    81,357.7
                                                                              =================    =================

LIABILITIES
Policyholders' account balances.............................................   $    20,889.7        $    21,579.5
Future policy benefits and other policyholders' liabilities.................         4,694.2              4,553.8
Short-term and long-term debt...............................................         1,181.7              1,716.7
Other liabilities...........................................................         3,474.3              3,267.2
Closed Block liabilities....................................................         9,077.0              9,073.7
Separate Accounts liabilities...............................................        43,211.3             36,306.3
                                                                              -----------------    -----------------
      Total liabilities.....................................................        82,528.2             76,497.2
                                                                              -----------------    -----------------

Commitments and contingencies (Notes 11, 13, 14, 15 and 16)

SHAREHOLDER'S EQUITY
Common stock, $1.25 par value 2.0 million shares authorized, issued
  and outstanding...........................................................             2.5                  2.5
Capital in excess of par value..............................................         3,110.2              3,105.8
Retained earnings...........................................................         1,944.1              1,235.9
Accumulated other comprehensive income......................................           355.8                516.3
                                                                              -----------------    -----------------
      Total shareholder's equity............................................         5,412.6              4,860.5
                                                                              -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................   $    87,940.8        $    81,357.7
                                                                              =================    =================
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      F-2
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>          
REVENUES
Universal life and investment-type product policy fee
  income......................................................   $    1,056.2       $       950.6      $       874.0
Premiums......................................................          588.1               601.5              597.6
Net investment income.........................................        2,228.1             2,282.8            2,203.6
Investment gains (losses), net................................          100.2               (45.2)              (9.8)
Commissions, fees and other income............................        1,503.0             1,227.2            1,081.8
Contribution from the Closed Block............................           87.1               102.5              125.0
                                                                -----------------  -----------------  -----------------

      Total revenues..........................................        5,562.7             5,119.4            4,872.2
                                                                -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances..........        1,153.0             1,266.2            1,270.2
Policyholders' benefits.......................................        1,024.7               978.6            1,317.7
Other operating costs and expenses............................        2,201.2             2,203.9            2,075.7
                                                                -----------------  -----------------  -----------------

      Total benefits and other deductions.....................        4,378.9             4,448.7            4,663.6
                                                                -----------------  -----------------  -----------------

Earnings from continuing operations before Federal
  income taxes, minority interest and cumulative
  effect of accounting change.................................        1,183.8               670.7              208.6
Federal income taxes..........................................          353.1                91.5                9.7
Minority interest in net income of consolidated subsidiaries..          125.2                54.8               81.7
                                                                -----------------  -----------------  -----------------
Earnings from continuing operations before cumulative
  effect of accounting change.................................          705.5               524.4              117.2
Discontinued operations, net of Federal income taxes..........            2.7               (87.2)             (83.8)
Cumulative effect of accounting change, net of Federal
  income taxes................................................            -                   -                (23.1)
                                                                -----------------  -----------------  -----------------

Net Earnings..................................................   $      708.2       $       437.2      $        10.3
                                                                =================  =================  =================
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                      F-3
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
    CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY AND COMPREHENSIVE INCOME
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>          
Common stock, at par value, beginning and end of year.........   $        2.5       $         2.5      $         2.5
                                                                -----------------  -----------------  -----------------

Capital in excess of par value, beginning of year.............        3,105.8             3,105.8            3,105.8
Additional capital in excess of par value.....................            4.4                 -                  -
                                                                -----------------  -----------------  -----------------
Capital in excess of par value, end of year...................        3,110.2             3,105.8            3,105.8

Retained earnings, beginning of year..........................        1,235.9               798.7              788.4
Net earnings..................................................          708.2               437.2               10.3
                                                                -----------------  -----------------  -----------------
Retained earnings, end of year................................        1,944.1             1,235.9              798.7
                                                                -----------------  -----------------  -----------------

Accumulated other comprehensive income,
  beginning of year...........................................          516.3               177.0              361.4
Other comprehensive income....................................         (160.5)              339.3             (184.4)
                                                                -----------------  -----------------  -----------------
Accumulated other comprehensive income, end of year...........          355.8               516.3              177.0
                                                                -----------------  -----------------  -----------------

Total Shareholder's Equity, End of Year.......................   $    5,412.6       $     4,860.5      $     4,084.0
                                                                =================  =================  =================

COMPREHENSIVE INCOME
Net earnings..................................................   $      708.2       $       437.2      $        10.3
                                                                -----------------  -----------------  -----------------
Change in unrealized gains (losses), net of reclassification
  adjustment..................................................         (149.5)              343.7             (206.6)
Minimum pension liability adjustment..........................          (11.0)               (4.4)              22.2
                                                                -----------------  -----------------  -----------------
Other comprehensive income....................................         (160.5)              339.3             (184.4)
                                                                -----------------  -----------------  -----------------
Comprehensive Income..........................................   $      547.7       $       776.5      $      (174.1)
                                                                =================  =================  =================
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      F-4
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>          
Net earnings..................................................   $      708.2       $       437.2      $        10.3
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
  Interest credited to policyholders' account balances........        1,153.0             1,266.2            1,270.2
  Universal life and investment-type product
    policy fee income.........................................       (1,056.2)             (950.6)            (874.0)
  Investment (gains) losses...................................         (100.2)               45.2                9.8
  Change in Federal income tax payable........................          123.1               (74.4)            (197.1)
  Other, net..................................................         (324.9)              169.4              330.2
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          503.0               893.0              549.4
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:
  Maturities and repayments...................................        2,289.0             2,702.9            2,275.1
  Sales.......................................................       16,972.1            10,385.9            8,964.3
  Purchases...................................................      (18,578.5)          (13,205.4)         (12,559.6)
  Decrease (increase) in short-term investments...............          102.4              (555.0)             450.3
  Decrease in loans to discontinued operations................          660.0               420.1            1,017.0
  Sale of subsidiaries........................................            -                 261.0                -
  Other, net..................................................         (341.8)             (612.6)            (281.0)
                                                                -----------------  -----------------  -----------------

Net cash provided (used) by investing activities..............        1,103.2              (603.1)            (133.9)
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities:
  Policyholders' account balances:
    Deposits..................................................        1,508.1             1,281.7            1,925.4
    Withdrawals...............................................       (1,724.6)           (1,886.8)          (2,385.2)
  Net (decrease) increase in short-term financings............         (243.5)              419.9                (.3)
  Repayments of long-term debt................................          (24.5)             (196.4)            (124.8)
  Payment of obligation to fund accumulated deficit of
    discontinued operations...................................          (87.2)              (83.9)               -
  Other, net..................................................          (89.5)              (62.7)             (66.5)
                                                                -----------------  -----------------  -----------------

Net cash used by financing activities.........................         (661.2)             (528.2)            (651.4)
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................          945.0              (238.3)            (235.9)
Cash and cash equivalents, beginning of year..................          300.5               538.8              774.7
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $    1,245.5       $       300.5      $       538.8
                                                                =================  =================  =================

Supplemental cash flow information
  Interest Paid...............................................   $      130.7       $       217.1      $       109.9
                                                                =================  =================  =================
  Income Taxes Paid (Refunded)................................   $      254.3       $       170.0      $       (10.0)
                                                                =================  =================  =================
</TABLE>

                See Notes to Consolidated Financial Statements.

                                      F-5
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 1)     ORGANIZATION

        The Equitable  Life Assurance  Society of the United States  ("Equitable
        Life")  is  a  wholly  owned  subsidiary  of  The  Equitable   Companies
        Incorporated  (the  "Holding   Company").   Equitable  Life's  insurance
        business is conducted principally by Equitable Life and its wholly owned
        life insurance  subsidiaries,  Equitable of Colorado ("EOC"), and, prior
        to  December  31,  1996,   Equitable  Variable  Life  Insurance  Company
        ("EVLICO").  Effective January 1, 1997, EVLICO was merged into Equitable
        Life,  which  continues  to conduct the  Company's  insurance  business.
        Equitable Life's  investment  management  business,  which comprises the
        Investment  Services  segment,  is  conducted  principally  by  Alliance
        Capital  Management  L.P.  ("Alliance"),  in which  Equitable Life has a
        57.7%  ownership  interest,  and  Donaldson,  Lufkin  &  Jenrette,  Inc.
        ("DLJ"),   an  investment  banking  and  brokerage  affiliate  in  which
        Equitable Life has a 32.5%  ownership  interest.  AXA ("AXA"),  a French
        holding  company for an  international  group of  insurance  and related
        financial   services   companies,   is  the  Holding  Company's  largest
        shareholder,  owning  approximately 58.5% at December 31, 1998 (53.4% if
        all securities convertible into, and options on, common stock were to be
        converted or exercised).

        The  Insurance  segment  offers a variety of  traditional,  variable and
        interest-sensitive  life insurance products,  disability income, annuity
        products,  mutual fund and other investment  products to individuals and
        small  groups.  It  also  administers  traditional  participating  group
        annuity  contracts  with  conversion  features,  generally for corporate
        qualified  pension  plans,  and  association  plans which  provide  full
        service retirement programs for individuals affiliated with professional
        and trade  associations.  This segment  includes  Separate  Accounts for
        individual insurance and annuity products.

        The Investment  Services segment includes  Alliance,  the results of DLJ
        which are accounted for on an equity basis,  and, through June 10, 1997,
        Equitable Real Estate  Investment  Management,  Inc.  ("EREIM"),  a real
        estate  investment   management  subsidiary  which  was  sold.  Alliance
        provides diversified investment fund management services to a variety of
        institutional clients,  including pension funds, endowments, and foreign
        financial institutions, as well as to individual investors,  principally
        through  a  broad  line  of  mutual   funds.   This   segment   includes
        institutional Separate Accounts which provide various investment options
        for large group pension clients, primarily deferred benefit contribution
        plans, through pooled or single group accounts. DLJ's businesses include
        securities underwriting,  sales and trading, merchant banking, financial
        advisory services,  investment research, venture capital,  correspondent
        brokerage  services,  online  interactive  brokerage  services and asset
        management.  DLJ  serves  institutional,   corporate,  governmental  and
        individual clients both domestically and internationally. EREIM provided
        real  estate  investment   management   services,   property  management
        services, mortgage servicing and loan asset management, and agricultural
        investment management.

 2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Basis of Presentation and Principles of Consolidation

        The  accompanying  consolidated  financial  statements  are  prepared in
        conformity with generally accepted accounting  principles ("GAAP") which
        require  management to make  estimates and  assumptions  that affect the
        reported  amounts of assets and liabilities and disclosure of contingent
        assets and  liabilities at the date of the financial  statements and the
        reported  amounts of revenues and expenses during the reporting  period.
        Actual results could differ from those estimates.

        The accompanying  consolidated financial statements include the accounts
        of  Equitable  Life  and its  wholly  owned  life  insurance  subsidiary
        (collectively,   the  "Insurance  Group");  non-insurance  subsidiaries,
        principally  Alliance and EREIM (see Note 5); and those partnerships and
        joint ventures in which Equitable Life or its  subsidiaries  has control

                                      F-6
<PAGE>

        and  a  majority   economic   interest   (collectively,   including  its
        consolidated  subsidiaries,  the "Company"). The Company's investment in
        DLJ is reported on the equity basis of accounting.  Closed Block assets,
        liabilities and results of operations are presented in the  consolidated
        financial   statements  as  single  line  items  (see  Note  7).  Unless
        specifically  stated,  all other footnote  disclosures  contained herein
        exclude the Closed Block related amounts.

        All significant intercompany transactions and balances except those with
        the  Closed  Block and  discontinued  operations  (see Note 8) have been
        eliminated in  consolidation.  The years "1998," "1997" and "1996" refer
        to the years  ended  December  31,  1998,  1997 and 1996,  respectively.
        Certain  reclassifications  have been made in the amounts  presented for
        prior periods to conform these periods with the 1998 presentation.

        Closed Block

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

        Assets  allocated to the Closed Block inure solely to the benefit of the
        Closed  Block  policyholders  and will not revert to the  benefit of the
        Holding  Company.  No  reallocation,  transfer,  borrowing or lending of
        assets  can be made  between  the  Closed  Block and other  portions  of
        Equitable  Life's General Account,  any of its Separate  Accounts or any
        affiliate  of  Equitable  Life  without  the  approval  of the New  York
        Superintendent of Insurance (the "Superintendent").  Closed Block assets
        and  liabilities  are  carried on the same  basis as similar  assets and
        liabilities  held in the  General  Account.  The excess of Closed  Block
        liabilities  over Closed Block  assets  represents  the expected  future
        post-tax contribution from the Closed Block which would be recognized in
        income over the period the  policies  and  contracts in the Closed Block
        remain in force.

        Discontinued Operations

        Discontinued  operations  include  the Group  Non-Participating  Wind-Up
        Annuities  ("Wind-Up  Annuities") and the Guaranteed  Interest  Contract
        ("GIC") lines of business.  An allowance was established for the premium
        deficiency  reserve for Wind-Up Annuities and estimated future losses of
        the  GIC  line of  business.  Management  reviews  the  adequacy  of the
        allowance  each quarter and believes the  allowance for future losses at
        December 31, 1998 is adequate to provide for all future losses; however,
        the quarterly  allowance review continues to involve numerous  estimates
        and  subjective   judgments   regarding  the  expected   performance  of
        Discontinued Operations Investment Assets. There can be no assurance the
        losses provided for will not differ from the losses ultimately realized.
        To the extent actual results or future  projections of the  discontinued
        operations   differ  from   management's   current  best  estimates  and
        assumptions  underlying the allowance for future losses,  the difference
        would  be  reflected  in the  consolidated  statements  of  earnings  in
        discontinued  operations.  In particular,  to the extent  income,  sales
        proceeds  and  holding  periods  for  equity  real  estate  differ  from
        management's previous assumptions, periodic adjustments to the allowance
        are likely to result (see Note 8).

        Accounting Changes

        In June 1997, the Financial  Accounting  Standards Board ("FASB") issued
        Statement  of   Financial   Accounting   Standards   ("SFAS")  No.  131,
        "Disclosures  about Segments of an Enterprise and Related  Information".
        SFAS No.  131  establishes  standards  for  public  companies  to report
        information  about  operating  segments in annual and interim  financial
        statements issued to shareholders.  It also specifies related disclosure
        requirements  for  products  and  services,  geographic  areas and major
        customers.  Generally,  financial information must be reported using the
        basis  management  uses  to make  operating  decisions  and to  evaluate
        business  performance.  The Company  implemented  SFAS No. 131 effective
        December 31, 1998 and  continues to identify two  operating  segments to
        reflect its major businesses:  Insurance and Investment Services.  While
        the  segment  descriptions  are the same as those  previously  reported,
        certain  amounts  have  been  reattributed  between  the two  reportable
        segments.   Prior  period  comparative   segment  information  has  been
        restated.

                                      F-7
<PAGE>

        In March 1998, the American  Institute of Certified  Public  Accountants
        ("AICPA") issued Statement of Position ("SOP") 98-1, "Accounting for the
        Costs of Computer  Software  Developed or Obtained  for  Internal  Use,"
        which  requires  capitalization  of external and certain  internal costs
        incurred to obtain or develop internal-use  computer software during the
        application development stage. The Company applied the provisions of SOP
        98-1  prospectively  effective January 1, 1998. The adoption of SOP 98-1
        did not have a material impact on the Company's  consolidated  financial
        statements.   Capitalized   internal-use  software  is  amortized  on  a
        straight-line basis over the estimated useful life of the software.

        The Company implemented SFAS No. 121,  "Accounting for the Impairment of
        Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of," as of
        January 1, 1996.  SFAS No. 121  requires  long-lived  assets and certain
        identifiable  intangibles be reviewed for impairment  whenever events or
        changes in circumstances  indicate the carrying value of such assets may
        not be  recoverable.  Effective with SFAS No. 121's  adoption,  impaired
        real estate is written down to fair value with the impairment loss being
        included in investment gains (losses), net. Before implementing SFAS No.
        121,  valuation  allowances  on real estate held for the  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties  discounted at a rate equal to the  Company's  cost of funds.
        Adoption  of  the  statement   resulted  in  the  release  of  valuation
        allowances of $152.4  million and  recognition  of impairment  losses of
        $144.0 million on real estate held for production of income. Real estate
        which management intends to sell or abandon is classified as real estate
        held  for  sale.  Valuation  allowances  on real  estate  held  for sale
        continue to be computed using the lower of depreciated cost or estimated
        fair value, net of disposition costs. Initial adoption of the impairment
        requirements  of SFAS No. 121 to other assets to be disposed of resulted
        in a charge for the cumulative  effect of an accounting  change of $23.1
        million,  net of a Federal income tax benefit of $12.4  million,  due to
        the  writedown  to fair  value  of  building  improvements  relating  to
        facilities vacated in 1996.

        New Accounting Pronouncements

        In  October  1998,  the  FASB  issued  SFAS  No.  134,  "Accounting  for
        Mortgage-Backed Securities Retained after the Securitization of Mortgage
        Loans  Held for Sale by a Mortgage  Banking  Enterprise,"  which  amends
        existing  accounting and reporting  standards for certain  activities of
        mortgage  banking   enterprises  and  other   enterprises  that  conduct
        operations that are substantially similar to the primary operations of a
        mortgage banking  enterprise.  This statement is effective for the first
        fiscal quarter  beginning after December 15, 1998. This statement is not
        expected  to  have  a  material  impact  on the  Company's  consolidated
        financial statements.

        In June 1998, the FASB issued SFAS No. 133,  "Accounting  for Derivative
        Instruments and Hedging  Activities,"  which establishes  accounting and
        reporting  standards  for  derivative  instruments,   including  certain
        derivatives embedded in other contracts, and for hedging activities.  It
        requires all  derivatives  to be recognized on the balance sheet at fair
        value.  The  accounting  for  changes in the fair value of a  derivative
        depends on its intended use.  Derivatives not used in hedging activities
        must be adjusted  to fair value  through  earnings.  Changes in the fair
        value of derivatives used in hedging  activities will,  depending on the
        nature of the hedge,  either be offset in earnings against the change in
        fair value of the hedged item  attributable  to the risk being hedged or
        recognized in other  comprehensive  income until the hedged item affects
        earnings.  For all  hedging  activities,  the  ineffective  portion of a
        derivative's  change in fair value  will be  immediately  recognized  in
        earnings.

        SFAS No. 133 requires  adoption in fiscal years beginning after June 15,
        1999 and  permits  early  adoption  as of the  beginning  of any  fiscal
        quarter following issuance of the statement.  Retroactive application to
        financial statements of prior periods is prohibited. The Company expects
        to adopt SFAS No. 133 effective January 1, 2000.  Adjustments  resulting
        from  initial  adoption  of the new  requirements  will be reported in a
        manner  similar  to the  cumulative  effect  of a change  in  accounting
        principle  and will be  reflected  in net  income or  accumulated  other
        comprehensive income based upon existing hedging relationships,  if any.
        Management  currently  is  assessing  the impact of  adoption.  However,
        Alliance's  adoption is not expected to have a significant impact on the
        Company's  consolidated  balance  sheet or statement of earnings.  Also,
        since  most  of  DLJ's  derivatives  are  carried  at fair  values,  the
        Company's  consolidated earnings and financial position are not expected
        to be significantly affected by DLJ's adoption of the new requirements.

                                      F-8
<PAGE>

        In late 1998, the AICPA issued SOP 98-7, "Deposit Accounting: Accounting
        for Insurance and Reinsurance  Contracts that Do Not Transfer  Insurance
        Risk".  This SOP,  effective for fiscal years  beginning  after June 15,
        1999,  provides guidance to both the insured and insurer on how to apply
        the deposit  method of accounting  when it is required for insurance and
        reinsurance  contracts that do not transfer insurance risk. The SOP does
        not address or change the  requirements  as to when  deposit  accounting
        should be applied.  SOP 98-7 applies to all  entities and all  insurance
        and reinsurance contracts that do not transfer insurance risk except for
        long-duration  life  and  health  insurance  contracts.  This SOP is not
        expected  to  have  a  material  impact  on the  Company's  consolidated
        financial statements.

        In December  1997,  the AICPA issued SOP 97-3,  "Accounting by Insurance
        and  Other  Enterprises  for  Insurance-Related  Assessments".  SOP 97-3
        provides  guidance for assessments  related to insurance  activities and
        requirements  for  disclosure  of  certain  information.   SOP  97-3  is
        effective for financial  statements  issued for periods  beginning after
        December 31, 1998. Restatement of previously issued financial statements
        is not required.  SOP 97-3 is not expected to have a material  impact on
        the Company's consolidated financial statements.

        Valuation of Investments

        Fixed  maturities  identified  as  available  for sale are  reported  at
        estimated fair value.  Fixed maturities,  which the Company has both the
        ability and the intent to hold to maturity,  are stated  principally  at
        amortized  cost. The amortized cost of fixed  maturities is adjusted for
        impairments in value deemed to be other than temporary.

        Valuation  allowances are netted  against the asset  categories to which
        they apply.

        Mortgage loans on real estate are stated at unpaid  principal  balances,
        net  of  unamortized  discounts  and  valuation  allowances.   Valuation
        allowances are based on the present value of expected  future cash flows
        discounted  at  the  loan's  original  effective  interest  rate  or the
        collateral  value  if the  loan is  collateral  dependent.  However,  if
        foreclosure  is or becomes  probable,  the  measurement  method  used is
        collateral value.

        Real estate,  including real estate acquired in satisfaction of debt, is
        stated at  depreciated  cost less valuation  allowances.  At the date of
        foreclosure (including in-substance  foreclosure),  real estate acquired
        in satisfaction of debt is valued at estimated fair value. Impaired real
        estate is  written  down to fair value  with the  impairment  loss being
        included in investment gains (losses), net. Valuation allowances on real
        estate held for sale are computed using the lower of depreciated cost or
        current estimated fair value, net of disposition costs.  Depreciation is
        discontinued on real estate held for sale. Prior to the adoption of SFAS
        No. 121,  valuation  allowances  on real estate held for  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties discounted at a rate equal to the Company's cost of funds.

        Policy loans are stated at unpaid principal balances.

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

        Common  stocks are carried at  estimated  fair value and are included in
        other equity investments.

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

                                      F-9
<PAGE>

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

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

        Net Investment Income,  Investment Gains, Net and Unrealized  Investment
        Gains (Losses)

        Net   investment   income  and  realized   investment   gains   (losses)
        (collectively,  "investment  results") related to certain  participating
        group annuity contracts which are passed through to the  contractholders
        are reflected as interest credited to policyholders' account balances.

        Realized   investment   gains   (losses)  are   determined  by  specific
        identification  and are presented as a component of revenue.  Changes in
        valuation allowances are included in investment gains (losses).

        Unrealized  investment  gains and losses on equity  securities and fixed
        maturities available for sale held by the Company are accounted for as a
        separate component of accumulated  comprehensive  income, net of related
        deferred  Federal income taxes,  amounts  attributable  to  discontinued
        operations,  participating  group annuity  contracts and deferred policy
        acquisition costs ("DAC") related to universal life and  investment-type
        products and participating traditional life contracts.

        Recognition of Insurance Income and Related Expenses

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

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

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

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

        Deferred Policy Acquisition Costs

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

        For  universal  life  products  and  investment-type  products,  DAC  is
        amortized  over the expected  total life of the contract  group (periods
        ranging  from  25 to 35  years  and 5 to 17  years,  respectively)  as a
        constant  percentage of estimated gross profits arising principally from
        investment results,  mortality and expense margins and surrender charges
        based on historical and anticipated  future  experience,  updated at the
        end of each accounting  period. The effect on the amortization of DAC of
        revisions  to  estimated  gross  profits is reflected in earnings in the
        period such estimated  gross profits are revised.  The effect on the DAC
        asset that would result from realization of unrealized gains (losses) is
        recognized with an offset to accumulated other  comprehensive  income in
        consolidated shareholder's equity as of the balance sheet date.

                                      F-10
<PAGE>

        For participating  traditional life policies (substantially all of which
        are in the Closed Block),  DAC is amortized over the expected total life
        of the contract group (40 years) as a constant  percentage  based on the
        present  value of the  estimated  gross  margin  amounts  expected to be
        realized  over the life of the contracts  using the expected  investment
        yield. At December 31, 1998, the expected  investment  yield,  excluding
        policy loans, generally ranged from 7.29% grading to 6.5% over a 20 year
        period.   Estimated  gross  margin  includes  anticipated  premiums  and
        investment results less claims and administrative  expenses,  changes in
        the  net  level  premium  reserve  and  expected   annual   policyholder
        dividends.  The  effect  on the  amortization  of DAC  of  revisions  to
        estimated  gross  margins is  reflected  in  earnings in the period such
        estimated  gross  margins are revised.  The effect on the DAC asset that
        would result from realization of unrealized gains (losses) is recognized
        with an  offset to  accumulated  comprehensive  income  in  consolidated
        shareholder's equity as of the balance sheet date.

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

        For  individual  health  benefit  insurance,  DAC is amortized  over the
        expected  average  life of the  contracts  (10 years  for major  medical
        policies  and  20  years  for  disability  income  ("DI")  products)  in
        proportion to anticipated premium revenue at time of issue.

        Policyholders' Account Balances and Future Policy Benefits

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

        For  participating  traditional  life  policies,  future policy  benefit
        liabilities are calculated using a net level premium method on the basis
        of actuarial assumptions equal to guaranteed mortality and dividend fund
        interest  rates.  The  liability  for annual  dividends  represents  the
        accrual of annual dividends  earned.  Terminal  dividends are accrued in
        proportion to gross margins over the life of the contract.

        For non-participating traditional life insurance policies, future policy
        benefit  liabilities  are estimated  using a net level premium method on
        the basis of actuarial  assumptions  as to  mortality,  persistency  and
        interest established at policy issue.  Assumptions established at policy
        issue as to mortality and persistency are based on the Insurance Group's
        experience  which,  together  with  interest  and  expense  assumptions,
        includes a margin for adverse deviation. When the liabilities for future
        policy benefits plus the present value of expected future gross premiums
        for a product are  insufficient  to provide for expected  future  policy
        benefits  and  expenses  for  that  product,  DAC  is  written  off  and
        thereafter,  if required, a premium deficiency reserve is established by
        a charge to earnings.  Benefit  liabilities  for  traditional  annuities
        during the accumulation period are equal to accumulated contractholders'
        fund balances and after  annuitization are equal to the present value of
        expected  future  payments.  Interest  rates used in  establishing  such
        liabilities range from 2.25% to 11.5% for life insurance liabilities and
        from 2.25% to 13.5% for annuity liabilities.

        During  the  fourth  quarter  of  1996  a  loss  recognition   study  of
        participating group annuity contracts and conversion annuities ("Pension
        Par") was completed  which  included  management's  revised  estimate of
        assumptions,  such as expected mortality and future investment  returns.
        The  study's  results   prompted   management  to  establish  a  premium
        deficiency reserve which decreased  earnings from continuing  operations
        and net earnings by $47.5 million ($73.0 million pre-tax).

        Individual  health  benefit  liabilities  for active lives are estimated
        using  the  net  level  premium  method  and  assumptions  as to  future
        morbidity,  withdrawals and interest.  Benefit  liabilities for disabled
        lives are  estimated  using the  present  value of  benefits  method and
        experience assumptions as to claim terminations, expenses and interest.

                                      F-11
<PAGE>

        During  the  fourth  quarter  of  1996,  the  Company  completed  a loss
        recognition  study of the DI business  which  incorporated  management's
        revised  estimates  of  future  experience  with  regard  to  morbidity,
        investment  returns,   claims  and  administration  expenses  and  other
        factors.  The study  indicated DAC was not  recoverable and the reserves
        were  not  sufficient.  Earnings  from  continuing  operations  and  net
        earnings  decreased  by $208.0  million  ($320.0  million  pre-tax) as a
        result of  strengthening  DI reserves by $175.0  million and writing off
        unamortized DAC of $145.0 million related to DI products issued prior to
        July 1993. The determination of DI reserves requires making  assumptions
        and estimates relating to a variety of factors,  including morbidity and
        interest  rates,  claims  experience and lapse rates based on then known
        facts and circumstances. Such factors as claim incidence and termination
        rates can be affected by changes in the economic,  legal and  regulatory
        environments and work ethic.  While management  believes its Pension Par
        and DI  reserves  have been  calculated  on a  reasonable  basis and are
        adequate,  there can be no  assurance  reserves  will be  sufficient  to
        provide for future liabilities.

        Claim  reserves and associated  liabilities  for individual DI and major
        medical  policies were $938.6 million and $886.7 million at December 31,
        1998 and  1997,  respectively.  Incurred  benefits  (benefits  paid plus
        changes in claim reserves) and benefits paid for individual DI and major
        medical  policies   (excluding   reserve   strengthening  in  1996)  are
        summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Incurred benefits related to current year..........  $       202.1       $      190.2       $      189.0
        Incurred benefits related to prior years...........           22.2                2.1               69.1
                                                            -----------------   ----------------   -----------------
        Total Incurred Benefits............................  $       224.3       $      192.3       $      258.1
                                                            =================   ================   =================

        Benefits paid related to current year..............  $        17.0       $       28.8       $       32.6
        Benefits paid related to prior years...............          155.4              146.2              153.3
                                                            -----------------   ----------------   -----------------
        Total Benefits Paid................................  $       172.4       $      175.0       $      185.9
                                                            =================   ================   =================
</TABLE>

        Policyholders' Dividends

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

        At December 31, 1998,  participating  policies,  including  those in the
        Closed Block, represent  approximately 19.9% ($49.3 billion) of directly
        written life insurance in force, net of amounts ceded.

        Federal Income Taxes

        The  Company  files a  consolidated  Federal  income tax return with the
        Holding  Company  and its  consolidated  subsidiaries.  Current  Federal
        income  taxes are charged or credited to  operations  based upon amounts
        estimated to be payable or recoverable as a result of taxable operations
        for the current year.  Deferred  income tax assets and  liabilities  are
        recognized based on the difference between financial  statement carrying
        amounts  and income tax bases of assets and  liabilities  using  enacted
        income tax rates and laws.

        Separate Accounts

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

                                      F-12
<PAGE>

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

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1998, 1997 and 1996,  investment  results of
        such  Separate  Accounts  were $4,591.0  million,  $3,411.1  million and
        $2,970.6 million, respectively.

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

        Employee Stock Option Plan

        The Company  accounts for stock  option  plans  sponsored by the Holding
        Company,   DLJ  and  Alliance  in  accordance  with  the  provisions  of
        Accounting  Principles  Board Opinion  ("APB") No. 25,  "Accounting  for
        Stock Issued to Employees," and related  interpretations.  In accordance
        with the  Statement,  compensation  expense is  recorded  on the date of
        grant only if the current market price of the  underlying  stock exceeds
        the  option  price.  See Note 22 for the pro forma  disclosures  for the
        Holding Company,  DLJ and Alliance required by SFAS No. 123, "Accounting
        for Stock-Based Compensation".

                                      F-13
<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, 1998
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    14,520.8      $       793.6       $      379.6       $    14,934.8
            Mortgage-backed....................        1,807.9               23.3                 .9             1,830.3
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,464.1              107.6                 .7             1,571.0
            States and political subdivisions..           55.0                9.9                -                  64.9
            Foreign governments................          363.3               20.9               30.0               354.2
            Redeemable preferred stock.........          242.7                7.0               11.2               238.5
                                                -----------------  -----------------   ----------------   -----------------
        Total Available for Sale...............  $    18,453.8      $       962.3       $      422.4       $    18,993.7
                                                =================  =================   ================   =================

          Held to Maturity:  Corporate.........  $       125.0      $         -         $        -         $       125.0
                                                =================  =================   ================   =================

        Equity Securities:
          Common stock.........................  $        58.3      $       114.9       $       22.5       $       150.7
                                                =================  =================   ================   =================

        December 31, 1997
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    14,850.5      $       785.0       $       74.5       $    15,561.0
            Mortgage-backed....................        1,702.8               23.5                1.3             1,725.0
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,583.2               83.9                 .6             1,666.5
            States and political subdivisions..           52.8                6.8                 .1                59.5
            Foreign governments................          442.4               44.8                2.0               485.2
            Redeemable preferred stock.........          128.0                6.7                1.0               133.7
                                                -----------------  -----------------   ----------------   -----------------
        Total Available for Sale...............  $    18,759.7      $       950.7       $       79.5       $    19,630.9
                                                =================  =================   ================   =================

        Equity Securities:
          Common stock.........................  $       408.4      $        48.7       $       15.0       $       442.1
                                                =================  =================   ================   =================
</TABLE>

        For publicly traded fixed  maturities and equity  securities,  estimated
        fair  value  is  determined  using  quoted  market  prices.   For  fixed
        maturities  without a readily  ascertainable  market value,  the Company
        determines  an  estimated  fair  value  using  a  discounted  cash  flow
        approach,  including  provisions for credit risk, generally based on the
        assumption  such  securities  will be held to maturity.  Estimated  fair
        values for equity  securities,  substantially all of which do not have a
        readily ascertainable market value, have been determined by the Company.
        Such estimated fair values do not  necessarily  represent the values for
        which  these  securities  could  have  been  sold  at the  dates  of the
        consolidated  balance sheets. At December 31, 1998 and 1997,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,539.9 million and $3,759.2 million,  respectively, had estimated fair
        values of $3,748.5 million and $3,903.9 million, respectively.

                                      F-14
<PAGE>

        The contractual maturity of bonds at December 31, 1998 is shown below:
<TABLE>
<CAPTION>

                                                                                        Available for Sale
                                                                                ------------------------------------
                                                                                   Amortized          Estimated
                                                                                     Cost             Fair Value
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                <C>         
        Due in one year or less................................................  $      324.8       $      323.4
        Due in years two through five..........................................       3,778.2            3,787.9
        Due in years six through ten...........................................       6,543.4            6,594.1
        Due after ten years....................................................       5,756.8            6,219.5
        Mortgage-backed securities.............................................       1,807.9            1,830.3
                                                                                ----------------   -----------------
        Total..................................................................  $   18,211.1       $   18,755.2
                                                                                ================   =================
</TABLE>

        Corporate  bonds held to maturity  with an amortized  cost and estimated
        fair value of $125.0 million are due in one year or less.

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

        The  Insurance  Group's fixed  maturity  investment  portfolio  includes
        corporate high yield  securities  consisting of public high yield bonds,
        redeemable  preferred  stocks and directly  negotiated debt in leveraged
        buyout  transactions.  The Insurance  Group seeks to minimize the higher
        than normal credit risks  associated  with such securities by monitoring
        concentrations  in any single  issuer or a  particular  industry  group.
        Certain of these corporate high yield securities are classified as other
        than  investment  grade by the various rating  agencies,  i.e., a rating
        below Baa or National  Association of Insurance  Commissioners  ("NAIC")
        designation of 3 (medium grade),  4 or 5 (below  investment  grade) or 6
        (in or near default).  At December 31, 1998,  approximately 15.1% of the
        $18,336.1 million aggregate  amortized cost of bonds held by the Company
        was considered to be other than investment grade.

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

        Fixed maturity  investments with  restructured or modified terms are not
        material.

        Investment valuation allowances and changes thereto are shown below:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>         
        Balances, beginning of year........................  $       384.5       $      137.1       $      325.3
        SFAS No. 121 release...............................            -                  -               (152.4)
        Additions charged to income........................           86.2              334.6              125.0
        Deductions for writedowns and
          asset dispositions...............................         (240.1)             (87.2)            (160.8)
                                                            -----------------   ----------------   -----------------
        Balances, End of Year..............................  $       230.6       $      384.5       $      137.1
                                                            =================   ================   =================

        Balances, end of year comprise:
          Mortgage loans on real estate....................  $        34.3       $       55.8       $       50.4
          Equity real estate...............................          196.3              328.7               86.7
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       230.6       $      384.5       $      137.1
                                                            =================   ================   =================
</TABLE>

                                      F-15
<PAGE>

        At December 31, 1998, the carrying value of fixed  maturities  which are
        non-income  producing for the twelve months  preceding the  consolidated
        balance sheet date was $60.8 million.

        At  December  31,  1998 and 1997,  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 $7.0  million  (0.2% of total
        mortgage loans on real estate) and $23.4 million (0.9% 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  $115.1
        million and $183.4 million at December 31, 1998 and 1997,  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 $10.3  million,  $17.2  million and $35.5  million in
        1998, 1997 and 1996, respectively.  Gross interest income on these loans
        included in net investment income aggregated $8.3 million, $12.7 million
        and $28.2 million in 1998, 1997 and 1996, respectively.

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
        related provision for losses were as follows:
<TABLE>
<CAPTION>

                                                                                         December 31,
                                                                            ----------------------------------------
                                                                                   1998                 1997
                                                                            -------------------  -------------------
                                                                                         (In Millions)
        <S>                                                                 <C>                  <C>           
        Impaired mortgage loans with provision for losses..................  $        125.4       $        196.7
        Impaired mortgage loans without provision for losses...............             8.6                  3.6
                                                                            -------------------  -------------------
        Recorded investment in impaired mortgage loans.....................           134.0                200.3
        Provision for losses...............................................           (29.0)               (51.8)
                                                                            -------------------  -------------------
        Net Impaired Mortgage Loans........................................  $        105.0       $        148.5
                                                                            ===================  ===================
</TABLE>

        Impaired mortgage loans without provision for losses are loans where the
        fair value of the  collateral  or the net present  value of the expected
        future cash flows  related to the loan  equals or exceeds  the  recorded
        investment.  Interest income earned on loans where the collateral  value
        is used to measure  impairment  is recorded  on a cash  basis.  Interest
        income  on loans  where the  present  value  method  is used to  measure
        impairment  is accrued on the net  carrying  value amount of the loan at
        the  interest  rate used to  discount  the cash  flows.  Changes  in the
        present  value  attributable  to  changes  in the  amount  or  timing of
        expected cash flows are reported as investment gains or losses.

        During 1998, 1997 and 1996, respectively, the Company's average recorded
        investment in impaired mortgage loans was $161.3 million, $246.9 million
        and  $552.1  million.  Interest  income  recognized  on  these  impaired
        mortgage  loans totaled $12.3  million,  $15.2 million and $38.8 million
        ($.9 million, $2.3 million and $17.9 million recognized on a cash basis)
        for 1998, 1997 and 1996, respectively.

        The Insurance Group's investment in equity real estate is through direct
        ownership  and through  investments  in real estate joint  ventures.  At
        December  31, 1998 and 1997,  the  carrying  value of equity real estate
        held  for  sale  amounted  to  $836.2  million  and  $1,023.5   million,
        respectively. For 1998, 1997 and 1996, respectively, real estate of $7.1
        million,  $152.0 million and $58.7 million was acquired in  satisfaction
        of debt. At December 31, 1998 and 1997, the Company owned $552.3 million
        and  $693.3   million,   respectively,   of  real  estate   acquired  in
        satisfaction of debt.

        Depreciation  of real estate held for  production  of income 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 $374.8  million  and $541.1  million at
        December 31, 1998 and 1997,  respectively.  Depreciation expense on real
        estate totaled $30.5 million,  $74.9 million and $91.8 million for 1998,
        1997 and 1996, respectively.

                                      F-16
<PAGE>

 4)     JOINT VENTURES AND PARTNERSHIPS

        Summarized combined financial information for real estate joint ventures
        (25 and 29  individual  ventures  as of  December  31,  1998  and  1997,
        respectively) and for limited partnership  interests accounted for under
        the equity  method,  in which the  Company  has an  investment  of $10.0
        million or  greater  and an equity  interest  of 10% or  greater,  is as
        follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
       <S>                                                                      <C>                <C>          
        BALANCE SHEETS
        Investments in real estate, at depreciated cost........................  $       913.7      $     1,700.9
        Investments in securities, generally at estimated fair value...........          636.9            1,374.8
        Cash and cash equivalents..............................................           85.9              105.4
        Other assets...........................................................          279.8              584.9
                                                                                ----------------   -----------------
        Total Assets...........................................................  $     1,916.3      $     3,766.0
                                                                                ================   =================

        Borrowed funds - third party...........................................  $       367.1      $       493.4
        Borrowed funds - the Company...........................................           30.1               31.2
        Other liabilities......................................................          197.2              284.0
                                                                                ----------------   -----------------
        Total liabilities......................................................          594.4              808.6
                                                                                ----------------   -----------------

        Partners' capital......................................................        1,321.9            2,957.4
                                                                                ----------------   -----------------
        Total Liabilities and Partners' Capital................................  $     1,916.3      $     3,766.0
                                                                                ================   =================

        Equity in partners' capital included above.............................  $       312.9      $       568.5
        Equity in limited partnership interests not included above.............          442.1              331.8
        Other..................................................................             .7                4.3
                                                                                ----------------   -----------------
        Carrying Value.........................................................  $       755.7      $       904.6
                                                                                ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>         
        STATEMENTS OF EARNINGS
        Revenues of real estate joint ventures.............  $       246.1       $      310.5       $      348.9
        Revenues of other limited partnership interests....          128.9              506.3              386.1
        Interest expense - third party.....................          (33.3)             (91.8)            (111.0)
        Interest expense - the Company.....................           (2.6)              (7.2)             (30.0)
        Other expenses.....................................         (197.0)            (263.6)            (282.5)
                                                            -----------------   ----------------   -----------------
        Net Earnings.......................................  $       142.1       $      454.2       $      311.5
                                                            =================   ================   =================

        Equity in net earnings included above..............  $        59.6       $       76.7       $       73.9
        Equity in net earnings of limited partnership
          interests not included above.....................           22.7               69.5               35.8
        Other..............................................            -                  (.9)                .9
                                                            -----------------   ----------------   -----------------
        Total Equity in Net Earnings.......................  $        82.3       $      145.3       $      110.6
                                                            =================   ================   =================
</TABLE>

                                      F-17
<PAGE>

 5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

        The sources of net investment income are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>         
        Fixed maturities...................................  $     1,489.0       $    1,459.4       $    1,307.4
        Mortgage loans on real estate......................          235.4              260.8              303.0
        Equity real estate.................................          356.1              390.4              442.4
        Other equity investments...........................           83.8              156.9              122.0
        Policy loans.......................................          144.9              177.0              160.3
        Other investment income............................          185.7              181.7              217.4
                                                            -----------------   ----------------   -----------------

          Gross investment income..........................        2,494.9            2,626.2            2,552.5

          Investment expenses..............................         (266.8)            (343.4)            (348.9)
                                                            -----------------   ----------------   -----------------

        Net Investment Income..............................  $     2,228.1       $    2,282.8       $    2,203.6
                                                            =================   ================   =================
</TABLE>

        Investment  gains  (losses),  net,  including  changes in the  valuation
        allowances, are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Fixed maturities...................................  $       (24.3)      $       88.1       $       60.5
        Mortgage loans on real estate......................          (10.9)             (11.2)             (27.3)
        Equity real estate.................................           74.5             (391.3)             (79.7)
        Other equity investments...........................           29.9               14.1               18.9
        Sale of subsidiaries...............................           (2.6)             252.1                -
        Issuance and sales of Alliance Units...............           19.8                -                 20.6
        Issuance and sale of DLJ common stock..............           18.2                3.0                -
        Other..............................................           (4.4)               -                 (2.8)
                                                            -----------------   ----------------   -----------------
        Investment Gains (Losses), Net.....................  $       100.2       $      (45.2)      $       (9.8)
                                                            =================   ================   =================
</TABLE>

        Writedowns of fixed maturities amounted to $101.6 million, $11.7 million
        and $29.9 million for 1998, 1997 and 1996, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted to $136.4  million for 1997. In the fourth quarter of 1997, the
        Company  reclassified  $1,095.4 million  depreciated cost of equity real
        estate from real estate held for the production of income to real estate
        held for sale.  Additions to valuation allowances of $227.6 million were
        recorded upon these  transfers.  Additionally,  in fourth  quarter 1997,
        $132.3  million of  writedowns  on real  estate held for  production  of
        income were recorded.

        For 1998,  1997 and 1996,  respectively,  proceeds  received on sales of
        fixed maturities  classified as available for sale amounted to $15,961.0
        million,  $9,789.7 million and $8,353.5  million.  Gross gains of $149.3
        million,  $166.0  million and $154.2  million and gross  losses of $95.1
        million, $108.8 million and $92.7 million,  respectively,  were realized
        on these  sales.  The change in  unrealized  investment  gains  (losses)
        related to fixed  maturities  classified as available for sale for 1998,
        1997 and 1996 amounted to $(331.7) million,  $513.4 million and $(258.0)
        million, respectively.

        For 1998,  1997 and 1996,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $136.9  million,  $137.5
        million and $136.7 million, respectively.

                                      F-18
<PAGE>

        On June 10, 1997,  Equitable Life sold EREIM (other than its interest in
        Column Financial, Inc.) ("ERE") to Lend Lease Corporation Limited ("Lend
        Lease"),  a  publicly  traded,   international  property  and  financial
        services  company based in Sydney,  Australia.  The total purchase price
        was $400.0  million and consisted of $300.0 million in cash and a $100.0
        million  note  which  was  paid  in  1998.  The  Company  recognized  an
        investment  gain of $162.4  million,  net of Federal income tax of $87.4
        million as a result of this  transaction.  Equitable  Life  entered into
        long-term   advisory   agreements   whereby  ERE  continues  to  provide
        substantially  the same services to Equitable Life's General Account and
        Separate Accounts, for substantially the same fees, as provided prior to
        the sale.

        Through  June  10,  1997  and for the  year  ended  December  31,  1996,
        respectively,  the businesses sold reported  combined  revenues of $91.6
        million and $226.1  million and combined  net earnings of $10.7  million
        and $30.7 million.

        In 1996,  Alliance  acquired the business of Cursitor  Holdings L.P. and
        Cursitor Holdings Limited  (collectively,  "Cursitor") for approximately
        $159.0  million.  The purchase price consisted of $94.3 million in cash,
        1.8 million of Alliance's  publicly traded units ("Alliance  Units"), 6%
        notes  aggregating  $21.5 million payable  ratably over four years,  and
        additional  consideration to be determined at a later date but currently
        estimated to not exceed $10.0 million. The excess of the purchase price,
        including  acquisition costs and minority interest,  over the fair value
        of  Cursitor's  net  assets  acquired  resulted  in the  recognition  of
        intangible assets consisting of costs assigned to contracts acquired and
        goodwill   of   approximately   $122.8   million   and  $38.3   million,
        respectively. The Company recognized an investment gain of $20.6 million
        as a result of the issuance of Alliance  Units in this  transaction.  On
        June 30,  1997,  Alliance  reduced the  recorded  value of goodwill  and
        contracts  associated with Alliance's  acquisition of Cursitor by $120.9
        million.   This  charge   reflected   Alliance's  view  that  Cursitor's
        continuing   decline  in  assets  under   management   and  its  reduced
        profitability,  resulting from relative investment underperformance,  no
        longer supported the carrying value of its investment.  As a result, the
        Company's  earnings from continuing  operations before cumulative effect
        of accounting change for 1997 included a charge of $59.5 million, net of
        a Federal  income tax benefit of $10.0 million and minority  interest of
        $51.4  million.  The  remaining  balance of  intangible  assets is being
        amortized  over its estimated  useful life of 20 years.  At December 31,
        1998, the Company's ownership of Alliance Units was approximately 56.7%.

                                      F-19
<PAGE>

        Net unrealized  investment gains (losses),  included in the consolidated
        balance  sheets as a component of accumulated  comprehensive  income and
        the changes for the corresponding years, are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Balance, beginning of year.........................  $       533.6       $      189.9       $      396.5
        Changes in unrealized investment gains (losses)....         (242.4)             543.3             (297.6)
        Changes in unrealized investment losses
          (gains) attributable to:
            Participating group annuity contracts..........           (5.7)              53.2                -
            DAC............................................           13.2              (89.0)              42.3
            Deferred Federal income taxes..................           85.4             (163.8)              48.7
                                                            -----------------   ----------------   -----------------
        Balance, End of Year...............................  $       384.1       $      533.6       $      189.9
                                                            =================   ================   =================

        Balance, end of year comprises:
          Unrealized investment gains on:
            Fixed maturities...............................  $       539.9       $      871.2       $      357.8
            Other equity investments.......................           92.4               33.7               31.6
            Other, principally Closed Block................          111.1               80.9               53.1
                                                            -----------------   ----------------   -----------------
              Total........................................          743.4              985.8              442.5
          Amounts of unrealized investment gains
            attributable to:
              Participating group annuity contracts........          (24.7)             (19.0)             (72.2)
              DAC..........................................         (127.8)            (141.0)             (52.0)
              Deferred Federal income taxes................         (206.8)            (292.2)            (128.4)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       384.1       $      533.6       $      189.9
                                                            =================   ================   =================
</TABLE>

 6)     ACCUMULATED OTHER COMPREHENSIVE INCOME

        Accumulated other comprehensive  income represents  cumulative gains and
        losses on items that are not reflected in earnings. The balances for the
        years 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Unrealized gains on investments....................  $       384.1       $      533.6       $      189.9
        Minimum pension liability..........................          (28.3)             (17.3)             (12.9)
                                                            -----------------   ----------------   -----------------
        Total Accumulated Other
          Comprehensive Income.............................  $       355.8       $      516.3       $      177.0
                                                            =================   ================   =================
</TABLE>

                                      F-20
<PAGE>

        The components of other  comprehensive  income for the years 1998,  1997
        and 1996 are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>          
        Net unrealized gains (losses) on investment
          securities:
          Net unrealized gains (losses) arising during
            the period.....................................  $      (186.1)      $      564.0       $     (249.8)
          Reclassification adjustment for (gains) losses
            included in net earnings.......................          (56.3)             (20.7)             (47.8)
                                                            -----------------   ----------------   -----------------

        Net unrealized gains (losses) on investment
          securities.......................................         (242.4)             543.3             (297.6)
        Adjustments for policyholder liabilities,
          DAC and deferred
          Federal income taxes.............................           92.9             (199.6)              91.0
                                                            -----------------   ----------------   -----------------
        Change in unrealized gains (losses), net of
          reclassification and adjustments.................         (149.5)             343.7             (206.6)
        Change in minimum pension liability................          (11.0)              (4.4)              22.2
                                                            -----------------   ----------------   -----------------
        Total Other Comprehensive Income...................  $      (160.5)      $      339.3       $     (184.4)
                                                            =================   ================   =================
</TABLE>

 7)     CLOSED BLOCK

        Summarized financial information for the Closed Block follows:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>    
        Assets
        Fixed Maturities:
          Available for sale, at estimated fair value (amortized cost,
            $4,149.0 and $4,059.4)...........................................  $    4,373.2         $    4,231.0
        Mortgage loans on real estate........................................       1,633.4              1,341.6
        Policy loans.........................................................       1,641.2              1,700.2
        Cash and other invested assets.......................................          86.5                282.0
        DAC..................................................................         676.5                775.2
        Other assets.........................................................         221.6                236.6
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    8,632.4         $    8,566.6
                                                                              =================    =================

        Liabilities
        Future policy benefits and policyholders' account balances...........  $    9,013.1         $    8,993.2
        Other liabilities....................................................          63.9                 80.5
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    9,077.0         $    9,073.7
                                                                              =================    =================
</TABLE>

                                      F-21
<PAGE>

<TABLE>
<CAPTION>
                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                   <C>                 <C>                <C>         
        Revenues
        Premiums and other revenue.........................  $       661.7       $      687.1       $      724.8
        Investment income (net of investment
          expenses of $15.5, $27.0 and $27.3)..............          569.7              574.9              546.6
        Investment losses, net.............................             .5              (42.4)              (5.5)
                                                            -----------------   ----------------   -----------------
              Total revenues...............................        1,231.9            1,219.6            1,265.9
                                                            -----------------   ----------------   -----------------

        Benefits and Other Deductions
        Policyholders' benefits and dividends..............        1,082.0            1,066.7            1,106.3
        Other operating costs and expenses.................           62.8               50.4               34.6
                                                            -----------------   ----------------   -----------------
              Total benefits and other deductions..........        1,144.8            1,117.1            1,140.9
                                                            -----------------   ----------------   -----------------

        Contribution from the Closed Block.................  $        87.1       $      102.5       $      125.0
                                                            =================   ================   =================
</TABLE>

        At December 31, 1998 and 1997, problem mortgage loans on real estate had
        an amortized  cost of $5.1 million and $8.1 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had an amortized  cost of $26.0 million and $70.5 million,
        respectively.

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
        related provision for losses were as follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>          
        Impaired mortgage loans with provision for losses......................  $        55.5      $       109.1
        Impaired mortgage loans without provision for losses...................            7.6                 .6
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................           63.1              109.7
        Provision for losses...................................................          (10.1)             (17.4)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        53.0      $        92.3
                                                                                ================   =================
</TABLE>

        During  1998,  1997  and  1996,  the  Closed  Block's  average  recorded
        investment in impaired mortgage loans was $85.5 million,  $110.2 million
        and $153.8 million,  respectively.  Interest income  recognized on these
        impaired  mortgage  loans totaled $4.7  million,  $9.4 million and $10.9
        million  ($1.5  million,  $4.1 million and $4.7 million  recognized on a
        cash basis) for 1998, 1997 and 1996, respectively.

        Valuation  allowances  amounted to $11.1  million  and $18.5  million on
        mortgage  loans on real estate and $15.4  million  and $16.8  million on
        equity real estate at December  31, 1998 and 1997,  respectively.  As of
        January  1,  1996,  the  adoption  of  SFAS  No.  121  resulted  in  the
        recognition of impairment losses of $5.6 million on real estate held for
        production of income.  Writedowns of fixed  maturities  amounted to $3.5
        million and $12.8 million for 1997 and 1996, respectively. Writedowns of
        equity real estate  subsequent  to the adoption of SFAS No. 121 amounted
        to $28.8 million for 1997.

        In the fourth quarter of 1997, $72.9 million  depreciated cost of equity
        real estate held for  production  of income was  reclassified  to equity
        real estate held for sale.  Additions to valuation  allowances  of $15.4
        million were  recorded  upon these  transfers.  Additionally,  in fourth
        quarter  1997,  $28.8  million of  writedowns  on real  estate  held for
        production of income were recorded.

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

                                      F-22
<PAGE>

 8)     DISCONTINUED OPERATIONS

        Summarized financial information for discontinued operations follows:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>         
        Assets
        Mortgage loans on real estate........................................  $      553.9         $      635.2
        Equity real estate...................................................         611.0                874.5
        Other equity investments.............................................         115.1                209.3
        Other invested assets................................................          24.9                152.4
                                                                              -----------------    -----------------
          Total investments..................................................       1,304.9              1,871.4
        Cash and cash equivalents............................................          34.7                106.8
        Other assets.........................................................         219.0                243.8
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    1,558.6         $    2,222.0
                                                                              =================    =================

        Liabilities
        Policyholders' liabilities...........................................  $    1,021.7         $    1,048.3
        Allowance for future losses..........................................         305.1                259.2
        Amounts due to continuing operations.................................           2.7                572.8
        Other liabilities....................................................         229.1                341.7
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    1,558.6         $    2,222.0
                                                                              =================    =================
</TABLE>

<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>              <C>                 <C>   
        Revenues
        Investment income (net of investment
          expenses of $63.3, $97.3 and $127.5).............  $       160.4       $      188.6       $      245.4
        Investment gains (losses), net.....................           35.7             (173.7)             (18.9)
        Policy fees, premiums and other income.............           (4.3)                .2                 .2
                                                            -----------------   ----------------   -----------------
        Total revenues.....................................          191.8               15.1              226.7

        Benefits and other deductions......................          141.5              169.5              250.4
        Earnings added (losses charged) to allowance
          for future losses................................           50.3             (154.4)             (23.7)
                                                            -----------------   ----------------   -----------------
        Pre-tax loss from operations.......................            -                  -                  -
        Pre-tax earnings from releasing (loss from
          strengthening) of the allowance for future
          losses...........................................            4.2             (134.1)            (129.0)
        Federal income tax (expense) benefit...............           (1.5)              46.9               45.2
                                                            -----------------   ----------------   -----------------
        Earnings (Loss) from Discontinued Operations.......  $         2.7       $      (87.2)      $      (83.8)
                                                            =================   ================   =================
</TABLE>

        The Company's  quarterly process for evaluating the allowance for future
        losses  applies  the  current   period's  results  of  the  discontinued
        operations against the allowance, re-estimates future losses and adjusts
        the allowance,  if appropriate.  Additionally,  as part of the Company's
        annual planning  process which takes place in the fourth quarter of each
        year,  investment and benefit cash flow projections are prepared.  These
        updated  assumptions and estimates resulted in a release of allowance in
        1998 and strengthening of allowance in 1997 and 1996.

                                      F-23
<PAGE>

        In the fourth quarter of 1997, $329.9 million depreciated cost of equity
        real estate was reclassified from equity real estate held for production
        of  income  to  real  estate  held  for  sale.  Additions  to  valuation
        allowances  of $79.8  million  were  recognized  upon  these  transfers.
        Additionally,  in fourth  quarter  1997,  $92.5 million of writedowns on
        real estate held for production of income were recognized.

        Benefits and other deductions includes $26.6 million,  $53.3 million and
        $114.3  million of interest  expense  related to amounts  borrowed  from
        continuing operations in 1998, 1997 and 1996, respectively.

        Valuation  allowances  amounted  to $3.0  million  and $28.4  million on
        mortgage  loans on real estate and $34.8  million  and $88.4  million on
        equity real estate at December  31, 1998 and 1997,  respectively.  As of
        January 1, 1996,  the  adoption of SFAS No. 121 resulted in a release of
        existing valuation allowances of $71.9 million on equity real estate and
        recognition  of  impairment  losses of $69.8 million on real estate held
        for production of income. Writedowns of equity real estate subsequent to
        the adoption of SFAS No. 121 amounted to $95.7 million and $12.3 million
        for 1997 and 1996, respectively.

        At December 31, 1998 and 1997, problem mortgage loans on real estate had
        amortized  costs of $1.1 million and $11.0  million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had  amortized  costs of $3.5 million and $109.4  million,
        respectively.

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
        related provision for losses were as follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                <C>          
        Impaired mortgage loans with provision for losses......................  $         6.7      $       101.8
        Impaired mortgage loans without provision for losses...................            8.5                 .2
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................           15.2              102.0
        Provision for losses...................................................           (2.1)             (27.3)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        13.1      $        74.7
                                                                                ================   =================
</TABLE>

        During  1998,  1997  and  1996,  the  discontinued  operations'  average
        recorded investment in impaired mortgage loans was $73.3 million,  $89.2
        million and $134.8 million, respectively.  Interest income recognized on
        these  impaired  mortgage  loans totaled $4.7 million,  $6.6 million and
        $10.1 million ($3.4 million, $5.3 million and $7.5 million recognized on
        a cash basis) for 1998, 1997 and 1996, respectively.

        At December  31, 1998 and 1997,  discontinued  operations  had  carrying
        values of $50.0 million and $156.2 million, respectively, of real estate
        acquired in satisfaction of debt.

                                      F-24
<PAGE>

 9)     SHORT-TERM AND LONG-TERM DEBT

        Short-term and long-term debt consists of the following:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>         
        Short-term debt......................................................  $      179.3         $      422.2
                                                                              -----------------    -----------------
        Long-term debt:
        Equitable Life:
          6.95% surplus notes scheduled to mature 2005.......................         399.4                399.4
          7.70% surplus notes scheduled to mature 2015.......................         199.7                199.7
          Other..............................................................            .3                   .3
                                                                              -----------------    -----------------
              Total Equitable Life...........................................         599.4                599.4
                                                                              -----------------    -----------------
        Wholly Owned and Joint Venture Real Estate:
          Mortgage notes, 5.91% - 12.00%, due through 2017...................         392.2                676.6
                                                                              -----------------    -----------------
        Alliance:
          Other..............................................................          10.8                 18.5
                                                                              -----------------    -----------------
        Total long-term debt.................................................       1,002.4              1,294.5
                                                                              -----------------    -----------------

        Total Short-term and Long-term Debt..................................  $    1,181.7         $    1,716.7
                                                                              =================    =================
</TABLE>

        Short-term Debt

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying  interest rates and expires in September
        2000. The interest rates are based on external indices  dependent on the
        type of  borrowing  and at December  31, 1998 range from 5.23% to 7.75%.
        There were no borrowings  outstanding under this bank credit facility at
        December 31, 1998.

        Equitable  Life has a  commercial  paper  program with an issue limit of
        $500.0 million. This program is available for general corporate purposes
        used to support  Equitable  Life's  liquidity  needs and is supported by
        Equitable  Life's  existing  $350.0  million  bank credit  facility.  At
        December  31,  1998,  there were no  borrowings  outstanding  under this
        program.

        During  July 1998,  Alliance  entered  into a $425.0  million  five-year
        revolving  credit  facility  with a  group  of  commercial  banks  which
        replaced a $250.0 million revolving credit facility. Under the facility,
        the  interest  rate,  at the  option of  Alliance,  is a  floating  rate
        generally  based upon a defined prime rate, a rate related to the London
        Interbank  Offered Rate  ("LIBOR") or the Federal Funds Rate. A facility
        fee is payable on the total facility.  During  September 1998,  Alliance
        increased the size of its  commercial  paper program from $250.0 million
        to $425.0  million.  Borrowings  from these two  sources  may not exceed
        $425.0 million in the aggregate.  The revolving credit facility provides
        backup liquidity for commercial paper issued under Alliance's commercial
        paper  program  and can be used as a direct  source  of  borrowing.  The
        revolving credit facility contains  covenants which require Alliance to,
        among other things,  meet certain  financial  ratios. As of December 31,
        1998, Alliance had commercial paper outstanding  totaling $179.5 million
        at an  effective  interest  rate of 5.5% and  there  were no  borrowings
        outstanding under Alliance's revolving credit facility.

        Long-term Debt

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

                                      F-25
<PAGE>

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $640.2  million and  $1,164.0  million at December 31, 1998
        and  1997,  respectively,  as  collateral  for  certain  short-term  and
        long-term debt.

        At December 31, 1998,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1999 and the succeeding
        four years are $322.8 million,  $6.9 million, $1.7 million, $1.8 million
        and $2.0 million, respectively, and $668.0 million thereafter.

10)     FEDERAL INCOME TAXES

        A  summary  of the  Federal  income  tax  expense  in  the  consolidated
        statements of earnings is shown below:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>         
        Federal income tax expense (benefit):
          Current..........................................  $       283.3       $      186.5       $       97.9
          Deferred.........................................           69.8              (95.0)             (88.2)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       353.1       $       91.5       $        9.7
                                                            =================   ================   =================
</TABLE>

        The Federal income taxes  attributable  to  consolidated  operations are
        different from the amounts determined by multiplying the earnings before
        Federal  income  taxes and  minority  interest by the  expected  Federal
        income  tax  rate of 35%.  The  sources  of the  difference  and the tax
        effects of each are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Expected Federal income tax expense................  $       414.3       $      234.7       $       73.0
        Non-taxable minority interest......................          (33.2)             (38.0)             (28.6)
        Adjustment of tax audit reserves...................           16.0              (81.7)               6.9
        Equity in unconsolidated subsidiaries..............          (39.3)             (45.1)             (32.3)
        Other..............................................           (4.7)              21.6               (9.3)
                                                            -----------------   ----------------   -----------------
        Federal Income Tax Expense.........................  $       353.1       $       91.5       $        9.7
                                                            =================   ================   =================
</TABLE>

        The components of the net deferred Federal income taxes are as follows:
<TABLE>
<CAPTION>

                                                       December 31, 1998                  December 31, 1997
                                                ---------------------------------  ---------------------------------
                                                    Assets         Liabilities         Assets         Liabilities
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (In Millions)
        <S>                                      <C>              <C>               <C>               <C>        
        Compensation and related benefits......  $     235.3      $        -        $      257.9      $       -
        Other..................................         27.8               -                30.7              -
        DAC, reserves and reinsurance..........          -               231.4               -              222.8
        Investments............................          -               364.4               -              405.7
                                                ---------------  ----------------  ---------------   ---------------
        Total..................................  $     263.1      $      595.8      $      288.6      $     628.5
                                                ===============  ================  ===============   ===============
</TABLE>

                                      F-26
<PAGE>

        The deferred Federal income taxes impacting  operations  reflect the net
        tax effects of temporary  differences  between the  carrying  amounts of
        assets and liabilities for financial  reporting purposes and the amounts
        used for income tax purposes. The sources of these temporary differences
        and the tax effects of each are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                   <C>              <C>                <C>   
        DAC, reserves and reinsurance......................  $        (7.7)      $       46.2       $     (156.2)
        Investments........................................           46.8             (113.8)              78.6
        Compensation and related benefits..................           28.6                3.7               22.3
        Other..............................................            2.1              (31.1)             (32.9)
                                                            -----------------   ----------------   -----------------
        Deferred Federal Income Tax
          Expense (Benefit)................................  $        69.8       $      (95.0)      $      (88.2)
                                                            =================   ================   =================
</TABLE>

        The Internal  Revenue Service (the "IRS") is in the process of examining
        the Holding  Company's  consolidated  Federal income tax returns for the
        years 1992 through 1996.  Management  believes these audits will have no
        material adverse effect on the Company's results of operations.

11)     REINSURANCE AGREEMENTS

        The Insurance Group assumes and cedes  reinsurance  with other insurance
        companies.  The Insurance Group evaluates the financial condition of its
        reinsurers to minimize its exposure to significant losses from reinsurer
        insolvencies. Ceded reinsurance does not relieve the originating insurer
        of  liability.  The  effect of  reinsurance  (excluding  group  life and
        health) is summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Direct premiums....................................  $       438.8       $      448.6       $      461.4
        Reinsurance assumed................................          203.6              198.3              177.5
        Reinsurance ceded..................................          (54.3)             (45.4)             (41.3)
                                                            -----------------   ----------------   -----------------
        Premiums...........................................  $       588.1       $      601.5       $      597.6
                                                            =================   ================   =================

        Universal Life and Investment-type Product
          Policy Fee Income Ceded..........................  $        75.7       $       61.0       $       48.2
                                                            =================   ================   =================
        Policyholders' Benefits Ceded......................  $        85.9       $       70.6       $       54.1
                                                            =================   ================   =================
        Interest Credited to Policyholders' Account
          Balances Ceded...................................  $        39.5       $       36.4       $       32.3
                                                            =================   ================   =================
</TABLE>

        Beginning in May 1997, the Company began  reinsuring on a yearly renewal
        term basis 90% of the  mortality  risk on new  issues of  certain  term,
        universal  and  variable  life  products.  During  1996,  the  Company's
        retention  limit on joint  survivorship  policies was increased to $15.0
        million.  Effective  January 1, 1994,  all in force  business above $5.0
        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
        a third party  insurance  company.  Premiums ceded totaled $1.3 million,
        $1.6  million and $2.4  million for 1998,  1997 and 1996,  respectively.
        Ceded death and disability benefits totaled $15.6 million,  $4.3 million
        and $21.2  million  for 1998,  1997 and  1996,  respectively.  Insurance
        liabilities  ceded totaled $560.3 million and $593.8 million at December
        31, 1998 and 1997, respectively.

                                      F-27
<PAGE>

12)     EMPLOYEE BENEFIT PLANS

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

        Components  of net periodic  pension cost (credit) for the qualified and
        non-qualified plans are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Service cost.......................................  $        33.2       $       32.5       $       33.8
        Interest cost on projected benefit obligations.....          129.2              128.2              120.8
        Actual return on assets............................         (175.6)            (307.6)            (181.4)
        Net amortization and deferrals.....................            6.1              166.6               43.4
                                                            -----------------   ----------------   -----------------
        Net Periodic Pension Cost (Credit).................  $        (7.1)      $       19.7       $       16.6
                                                            =================   ================   =================
</TABLE>

        The  plan's  projected  benefit   obligation  under  the  qualified  and
        non-qualified plans was comprised of:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>         
        Benefit obligation, beginning of year..................................  $    1,801.3       $    1,765.5
        Service cost...........................................................          33.2               32.5
        Interest cost..........................................................         129.2              128.2
        Actuarial (gains) losses...............................................         108.4              (15.5)
        Benefits paid..........................................................        (138.7)            (109.4)
                                                                                ----------------   -----------------
        Benefit Obligation, End of Year........................................  $    1,933.4       $    1,801.3
                                                                                ================   =================
</TABLE>

        The funded status of the qualified and non-qualified pension plans is as
        follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>         
        Plan assets at fair value, beginning of year...........................  $    1,867.4       $    1,626.0
        Actual return on plan assets...........................................         338.9              307.5
        Contributions..........................................................           -                 30.0
        Benefits paid and fees.................................................        (123.2)             (96.1)
                                                                                ----------------   -----------------
        Plan assets at fair value, end of year.................................       2,083.1            1,867.4
        Projected benefit obligations..........................................       1,933.4            1,801.3
                                                                                ----------------   -----------------
        Projected benefit obligations less than plan assets....................         149.7               66.1
        Unrecognized prior service cost........................................          (7.5)              (9.9)
        Unrecognized net loss from past experience different
          from that assumed....................................................          38.7               95.0
        Unrecognized net asset at transition...................................           1.5                3.1
                                                                                ----------------   -----------------
        Prepaid  Pension Cost..................................................  $      182.4       $      154.3
                                                                                ================   =================
</TABLE>

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.0% and 3.83%, respectively,  at December 31, 1998 and
        7.25% and 4.07%,  respectively,  at December 31, 1997.  As of January 1,
        1998 and 1997,  the expected  long-term rate of return on assets for the
        retirement plan was 10.25%.

                                      F-28
<PAGE>

        The  Company  recorded,  as  a  reduction  of  shareholders'  equity  an
        additional minimum pension liability of $28.3 million and $17.3 million,
        net  of  Federal   income   taxes,   at  December  31,  1998  and  1997,
        respectively,  primarily  representing  the  excess  of the  accumulated
        benefit  obligation  of the  qualified  pension  plan  over the  accrued
        liability.

        The  pension  plan's  assets  include   corporate  and  government  debt
        securities,  equity  securities,  equity real estate and shares of group
        trusts managed by Alliance.

        Prior to 1987, the qualified plan funded participants'  benefits through
        the purchase of non-participating annuity contracts from Equitable Life.
        Benefit payments under these contracts were approximately $31.8 million,
        $33.2 million and $34.7 million for 1998, 1997 and 1996, respectively.

        The  Company  provides  certain  medical  and  life  insurance  benefits
        (collectively,  "postretirement  benefits")  for  qualifying  employees,
        managers and agents  retiring from the Company (i) on or after attaining
        age 55 who  have at  least  10  years  of  service  or (ii) on or  after
        attaining  age 65 or (iii) whose jobs have been  abolished  and who have
        attained age 50 with 20 years of service.  The life  insurance  benefits
        are related to age and salary at retirement. The costs of postretirement
        benefits are  recognized in accordance  with the  provisions of SFAS No.
        106. The Company  continues to fund  postretirement  benefits costs on a
        pay-as-you-go  basis and,  for 1998,  1997 and 1996,  the  Company  made
        estimated  postretirement  benefits  payments  of $28.4  million,  $18.7
        million and $18.9 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>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Service cost.......................................  $         4.6       $        4.5       $        5.3
        Interest cost on accumulated postretirement
          benefits obligation..............................           33.6               34.7               34.6
        Net amortization and deferrals.....................             .5                1.9                2.4
                                                            -----------------   ----------------   -----------------
        Net Periodic Postretirement Benefits Costs.........  $        38.7       $       41.1       $       42.3
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
       <S>                                                                      <C>                <C>
        Accumulated postretirement benefits obligation, beginning
          of year..............................................................  $      490.8       $      388.5
        Service cost...........................................................           4.6                4.5
        Interest cost..........................................................          33.6               34.7
        Contributions and benefits paid........................................         (28.4)              72.1
        Actuarial (gains) losses...............................................         (10.2)              (9.0)
                                                                                ----------------   -----------------
        Accumulated postretirement benefits obligation, end of year............         490.4              490.8
        Unrecognized prior service cost........................................          31.8               40.3
        Unrecognized net loss from past experience different
          from that assumed and from changes in assumptions....................        (121.2)            (140.6)
                                                                                ----------------   -----------------
        Accrued Postretirement Benefits Cost...................................  $      401.0       $      390.5
                                                                                ================   =================
</TABLE>

        Since January 1, 1994,  costs to the Company for providing these medical
        benefits  available  to  retirees  under  age 65 are the  same as  those
        offered to active employees and medical benefits will be limited to 200%
        of 1993 costs for all participants.

                                      F-29
<PAGE>

        The  assumed   health  care  cost  trend  rate  used  in  measuring  the
        accumulated   postretirement  benefits  obligation  was  8.0%  in  1998,
        gradually  declining  to 2.5% in the year  2009,  and in 1997 was 8.75%,
        gradually declining to 2.75% in the year 2009. The discount rate used in
        determining the accumulated  postretirement benefits obligation was 7.0%
        and 7.25% at December 31, 1998 and 1997, respectively.

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1998
        would be  increased  4.83%.  The effect of this change on the sum of the
        service  cost and  interest  cost would be an increase of 4.57%.  If the
        health  care  cost  trend  rate  assumptions  were  decreased  by 1% the
        accumulated  postretirement  benefits obligation as of December 31, 1998
        would be decreased by 5.6%.  The effect of this change on the sum of the
        service cost and interest cost would be a decrease of 5.4%.

13)     DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

        Derivatives

        The Insurance Group primarily uses derivatives for asset/liability  risk
        management and for hedging individual securities. Derivatives mainly are
        utilized to reduce the  Insurance  Group's  exposure  to  interest  rate
        fluctuations.  Accounting for interest rate swap  transactions  is on an
        accrual   basis.   Gains  and  losses  related  to  interest  rate  swap
        transactions are amortized as yield  adjustments over the remaining life
        of the underlying  hedged  security.  Income and expense  resulting from
        interest rate swap  activities are reflected in net  investment  income.
        The  notional  amount of  matched  interest  rate swaps  outstanding  at
        December  31,  1998 and  1997,  respectively,  was  $880.9  million  and
        $1,353.4  million.  The average  unexpired  terms at  December  31, 1998
        ranged from 1 month to 4.3 years.  At  December  31,  1998,  the cost of
        terminating  swaps in a loss position was $8.0 million.  Equitable  Life
        has implemented an interest rate cap program designed to hedge crediting
        rates  on   interest-sensitive   individual  annuities  contracts.   The
        outstanding notional amounts at December 31, 1998 of contracts purchased
        and sold were $8,450.0 million and $875.0 million, respectively. The net
        premium paid by Equitable Life on these  contracts was $54.8 million and
        is being amortized ratably over the contract periods ranging from 1 to 5
        years.  Income and expense  resulting from this program are reflected as
        an adjustment to interest credited to policyholders' account balances.

        Substantially  all of DLJ's  activities  related to derivatives  are, by
        their nature trading  activities  which are primarily for the purpose of
        customer accommodations.  DLJ enters into certain contractual agreements
        referred to as derivatives or  off-balance-sheet  financial  instruments
        involving  futures,  forwards and options.  DLJ's derivative  activities
        consist of writing  over-the-counter  ("OTC") options to accommodate its
        customer  needs,  trading in forward  contracts in U.S.  government  and
        agency  issued or  guaranteed  securities  and in futures  contracts  on
        equity-based  indices,  interest rate  instruments  and  currencies  and
        issuing   structured   products  based  on  emerging  market   financial
        instruments  and  indices.  DLJ's  involvement  in  swap  contracts  and
        commodity derivative instruments is not significant.

        Fair Value of Financial Instruments

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

        Certain  financial  instruments  are  excluded,  particularly  insurance
        liabilities  other than financial  guarantees and investment  contracts.
        Fair market  value of  off-balance-sheet  financial  instruments  of the
        Insurance Group was not material at December 31, 1998 and 1997.

                                      F-30
<PAGE>

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

        Fair values of policy loans are estimated by discounting  the face value
        of the  loans  from the time of the next  interest  rate  review  to the
        present,  at a rate equal to the excess of the current  estimated market
        rates over the current interest rate charged on the loan.

        The estimated fair values for the Company's  association plan contracts,
        supplementary contracts not involving life contingencies  ("SCNILC") and
        annuities  certain,   which  are  included  in  policyholders'   account
        balances,   and  guaranteed   interest  contracts  are  estimated  using
        projected cash flows  discounted at rates  reflecting  expected  current
        offering rates.

        The  estimated  fair values for variable  deferred  annuities and single
        premium   deferred   annuities   ("SPDA"),   which   are   included   in
        policyholders'  account  balances,  are  estimated  by  discounting  the
        account  value back from the time of the next  crediting  rate review to
        the present,  at a rate equal to the excess of current  estimated market
        rates offered on new policies over the current crediting rates.

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

        The following  table  discloses  carrying value and estimated fair value
        for financial instruments not otherwise disclosed in Notes 3, 7 and 8:
<TABLE>
<CAPTION>

                                                                           December 31,
                                                --------------------------------------------------------------------
                                                              1998                               1997
                                                ---------------------------------  ---------------------------------
                                                   Carrying         Estimated         Carrying         Estimated
                                                    Value          Fair Value          Value           Fair Value
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (In Millions)
        <S>                                     <C>              <C>               <C>               <C>         
        Consolidated Financial Instruments:
        Mortgage loans on real estate..........  $    2,809.9     $     2,961.8     $     2,611.4     $    2,822.8
        Other limited partnership interests....         562.6             562.6             509.4            509.4
        Policy loans...........................       2,086.7           2,370.7           2,422.9          2,493.9
        Policyholders' account balances -
          investment contracts.................      12,892.0          13,396.0          12,611.0         12,714.0
        Long-term debt.........................       1,002.4           1,025.2           1,294.5          1,257.0

        Closed Block Financial Instruments:
        Mortgage loans on real estate..........       1,633.4           1,703.5           1,341.6          1,420.7
        Other equity investments...............          56.4              56.4              86.3             86.3
        Policy loans...........................       1,641.2           1,929.7           1,700.2          1,784.2
        SCNILC liability.......................          25.0              25.0              27.6             30.3

        Discontinued Operations Financial
        Instruments:
        Mortgage loans on real estate..........         553.9             599.9             655.5            779.9
        Fixed maturities.......................          24.9              24.9              38.7             38.7
        Other equity investments...............         115.1             115.1             209.3            209.3
        Guaranteed interest contracts..........          37.0              34.0              37.0             34.0
        Long-term debt.........................         147.1             139.8             296.4            297.6
</TABLE>

                                      F-31
<PAGE>

14)     COMMITMENTS AND CONTINGENT LIABILITIES

        The Company  has  provided,  from time to time,  certain  guarantees  or
        commitments  to  affiliates,  investors and others.  These  arrangements
        include commitments by the Company,  under certain  conditions:  to make
        capital  contributions of up to $142.9 million to affiliated real estate
        joint  ventures;  and to provide  equity  financing  to certain  limited
        partnerships of $287.3 million at December 31, 1998, under existing loan
        or loan commitment agreements.

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

        The Insurance  Group had $24.7 million of letters of credit  outstanding
        at December 31, 1998.

15)     LITIGATION

        Major Medical Insurance Cases

        Equitable Life agreed to settle,  subject to court approval,  previously
        disclosed cases involving  lifetime  guaranteed  renewable major medical
        insurance  policies issued by Equitable Life in five states.  Plaintiffs
        in these cases  claimed that  Equitable  Life's  method for  determining
        premium  increases  breached the terms of certain  forms of the policies
        and was  misrepresented.  In certain cases  plaintiffs also claimed that
        Equitable Life  misrepresented  to policyholders  that premium increases
        had been  approved  by  insurance  departments,  and that it  determined
        annual  rate  increases  in a  manner  that  discriminated  against  the
        policyholders.

        In December 1997,  Equitable  Life entered into a settlement  agreement,
        subject  to  court  approval,  which  would  result  in  creation  of  a
        nationwide class consisting of all persons holding,  and paying premiums
        on, the  policies  at any time since  January 1, 1988 and the  dismissal
        with prejudice of the pending  actions and the resolution of all similar
        claims on a nationwide basis.  Under the terms of the settlement,  which
        involves   approximately  127,000  former  and  current   policyholders,
        Equitable  Life would pay $14.2  million in exchange  for release of all
        claims and will provide future relief to certain  current  policyholders
        by  restricting  future premium  increases,  estimated to have a present
        value of $23.3 million.  This estimate is based upon  assumptions  about
        future events that cannot be predicted  with  certainty and  accordingly
        the actual value of the future  relief may vary.  In October  1998,  the
        court entered a judgment  approving  the  settlement  agreement  and, in
        November, a member of the national class filed a notice of appeal of the
        judgment. In January 1999, the Court of Appeals granted Equitable Life's
        motion to dismiss the appeal.

        Life Insurance and Annuity Sales Cases

        A number of lawsuits  are  pending as  individual  claims and  purported
        class  actions  against  Equitable  Life  and its  subsidiary  insurance
        companies Equitable Variable Life Insurance Company ("EVLICO," which was
        merged into Equitable Life effective  January 1, 1997) and The Equitable
        of Colorado,  Inc. ("EOC").  These actions involve,  among other things,
        sales of life and annuity  products for varying periods from 1980 to the
        present,    and   allege,    among   other   things,    sales   practice
        misrepresentation  primarily  involving:  the number of premium payments
        required;  the  propriety  of a product as an  investment  vehicle;  the
        propriety  of a product as a  replacement  of an  existing  policy;  and
        failure to  disclose a product as life  insurance.  Some  actions are in
        state  courts  and  others  are  in  U.S.  District  Courts  in  varying
        jurisdictions,  and are in varying  stages of discovery  and motions for
        class certification.

                                      F-32
<PAGE>

        In general,  the plaintiffs  request an  unspecified  amount of damages,
        punitive damages,  enjoinment from the described practices,  prohibition
        against  cancellation  of policies for  non-payment  of premium or other
        remedies, as well as attorneys' fees and expenses.  Similar actions have
        been filed against  other life and health  insurers and have resulted in
        the  award of  substantial  judgments,  including  material  amounts  of
        punitive damages, or in substantial settlements. Although the outcome of
        litigation cannot be predicted with certainty, particularly in the early
        stages  of an  action,  The  Equitable's  management  believes  that the
        ultimate  resolution  of these cases should not have a material  adverse
        effect on the  financial  position  of The  Equitable.  The  Equitable's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not any such  litigation  will have a material  adverse effect on The
        Equitable's results of operations in any particular period.

        Discrimination Case

        Equitable Life is a defendant in an action,  certified as a class action
        in September  1997, in the United States District Court for the Northern
        District of Alabama, Southern Division, involving alleged discrimination
        on the basis of race against  African-American  applicants and potential
        applicants  in hiring  individuals  as sales agents.  Plaintiffs  seek a
        declaratory  judgment and  affirmative and negative  injunctive  relief,
        including  the  payment of  back-pay,  pension  and other  compensation.
        Although the outcome of litigation  cannot be predicted with  certainty,
        The Equitable's management believes that the ultimate resolution of this
        matter  should  not have a  material  adverse  effect  on the  financial
        position of The Equitable.  The  Equitable's  management  cannot make an
        estimate  of loss,  if any,  or predict  whether or not such matter will
        have a material adverse effect on The Equitable's  results of operations
        in any particular period.

        Alliance Capital

        In July 1995, a class action  complaint was filed against Alliance North
        American  Government  Income  Trust,  Inc.  (the  "Fund"),  Alliance and
        certain other defendants affiliated with Alliance, including the Holding
        Company,  alleging  violations  of Federal  securities  laws,  fraud and
        breach of fiduciary  duty in connection  with the Fund's  investments in
        Mexican and Argentine  securities.  The original complaint was dismissed
        in 1996;  on appeal,  the  dismissal  was  affirmed.  In  October  1996,
        plaintiffs  filed a  motion  for  leave  to file an  amended  complaint,
        alleging  the  Fund  failed  to  hedge  against  currency  risk  despite
        representations  that it would do so, the Fund did not properly disclose
        that it planned to invest in mortgage-backed  derivative  securities and
        two Fund  advertisements  misrepresented  the risks of  investing in the
        Fund. In October 1998,  the U.S. Court of Appeals for the Second Circuit
        issued an order granting plaintiffs' motion to file an amended complaint
        alleging  that the Fund  misrepresented  its  ability  to hedge  against
        currency  risk  and  denying  plaintiffs'  motion  to  file  an  amended
        complaint  containing the other allegations.  Alliance believes that the
        allegations in the amended complaint,  which was filed in February 1999,
        are without merit and intends to defend itself vigorously  against these
        claims.  While the ultimate  outcome of this matter cannot be determined
        at this time,  Alliance's management does not expect that it will have a
        material adverse effect on Alliance's results of operations or financial
        condition.

        DLJSC

        DLJSC is a defendant  along with certain other parties in a class action
        complaint  involving the underwriting of units,  consisting of notes and
        warrants  to  purchase  common  shares,  of Rickel  Home  Centers,  Inc.
        ("Rickel"), which filed a voluntary petition for reorganization pursuant
        to Chapter 11 of the Bankruptcy  Code. The complaint  seeks  unspecified
        compensatory  and punitive  damages from DLJSC, as an underwriter and as
        an owner of 7.3% of the common stock,  for alleged  violation of Federal
        securities  laws and  common  law fraud for  alleged  misstatements  and
        omissions contained in the prospectus and registration statement used in
        the offering of the units.  DLJSC is defending itself vigorously against
        all the allegations contained in the complaint. Although there can be no
        assurance,  DLJ's  management does not believe that the ultimate outcome
        of  this  litigation  will  have a  material  adverse  effect  on  DLJ's
        consolidated  financial  condition.  Due  to the  early  stage  of  this
        litigation,  based on the information  currently  available to it, DLJ's
        management  cannot predict  whether or not such  litigation  will have a
        material adverse effect on DLJ's results of operations in any particular
        period.

                                      F-33
<PAGE>

        DLJSC is a defendant in a purported  class action filed in a Texas State
        Court on behalf  of the  holders  of $550  million  principal  amount of
        subordinated   redeemable   discount   debentures  of  National   Gypsum
        Corporation  ("NGC").  The debentures were canceled in connection with a
        Chapter 11 plan of reorganization  for NGC consummated in July 1993. The
        litigation   seeks   compensatory   and  punitive  damages  for  DLJSC's
        activities as financial advisor to NGC in the course of NGC's Chapter 11
        proceedings.  Trial is  expected  in early May 1999.  DLJSC  intends  to
        defend itself  vigorously  against all the allegations  contained in the
        complaint. Although there can be no assurance, DLJ's management does not
        believe  that  the  ultimate  outcome  of this  litigation  will  have a
        material adverse effect on DLJ's consolidated financial condition. Based
        upon the information  currently available to it, DLJ's management cannot
        predict  whether or not such  litigation  will have a  material  adverse
        effect on DLJ's results of operations in any particular period.

        DLJSC is a  defendant  in a  complaint  which  alleges  that DLJSC and a
        number of other financial institutions and several individual defendants
        violated civil provisions of RICO by inducing  plaintiffs to invest over
        $40 million in The Securities  Groups,  a number of tax shelter  limited
        partnerships,  during the years 1978 through 1982. The  plaintiffs  seek
        recovery of the loss of their  entire  investment  and an  approximately
        equivalent  amount of  tax-related  damages.  Judgment for damages under
        RICO are subject to  trebling.  Discovery  is  complete.  Trial has been
        scheduled  for May 17,  1999.  DLJSC  believes  that it has  meritorious
        defenses  to the  complaints  and will  continue  to  contest  the suits
        vigorously.  Although there can be no assurance,  DLJ's  management does
        not believe that the  ultimate  outcome of this  litigation  will have a
        material adverse effect on DLJ's consolidated financial condition. Based
        upon the information  currently available to it, DLJ's management cannot
        predict  whether or not such  litigation  will have a  material  adverse
        effect on DLJ's results of operations in any particular period.

        DLJSC is a defendant  along with certain  other  parties in four actions
        involving Mid-American Waste Systems, Inc. ("Mid-American"), which filed
        a voluntary  petition for  reorganization  pursuant to Chapter 11 of the
        Bankruptcy  Code  in  January  1997.   Three  actions  seek  rescission,
        compensatory and punitive damages for DLJSC's role in underwriting notes
        of Mid-American.  The other action,  filed by the Plan Administrator for
        the bankruptcy  estate of Mid-American,  alleges that DLJSC is liable as
        an  underwriter  for alleged  misrepresentations  and  omissions  in the
        prospectus   for  the  notes,   and  liable  as  financial   advisor  to
        Mid-American  for  allegedly  failing to advise  Mid-American  about its
        financial condition.  DLJSC believes that it has meritorious defenses to
        the  complaints  and will  continue  to  contest  the suits  vigorously.
        Although there can be no assurance,  DLJ's  management  does not believe
        that the  ultimate  outcome  of this  litigation  will  have a  material
        adverse effect on DLJ's  consolidated  financial  condition.  Based upon
        information  currently  available to it, DLJ's management cannot predict
        whether or not such  litigation  will have a material  adverse effect on
        DLJ's results of operations in any particular period.

        Other Matters

        In addition to the matters  described above, the Holding Company and its
        subsidiaries  are involved in various legal actions and  proceedings  in
        connection  with their  businesses.  Some of the actions and proceedings
        have been brought on behalf of various  alleged classes of claimants and
        certain of these  claimants seek damages of unspecified  amounts.  While
        the ultimate outcome of such matters cannot be predicted with certainty,
        in the opinion of management no such matter is likely to have a material
        adverse  effect on the  Company's  consolidated  financial  position  or
        results of operations.

16)     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 1999 and the succeeding  four years are $98.7 million,  $92.7
        million,  $73.4 million, $59.9 million, $55.8 million and $550.1 million
        thereafter. Minimum future sublease rental income on these noncancelable
        leases  for 1999 and the  succeeding  four years is $7.6  million,  $5.6
        million,  $4.6  million,  $2.3  million,  $2.3 million and $25.4 million
        thereafter.

                                      F-34
<PAGE>

        At December 31, 1998, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1999
        and the succeeding four years is $189.2 million,  $177.0 million, $165.5
        million, $145.4 million, $122.8 million and $644.7 million thereafter.

17)     OTHER OPERATING COSTS AND EXPENSES

        Other operating costs and expenses consisted of the following:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>         
        Compensation costs.................................  $       772.0       $      721.5       $      704.8
        Commissions........................................          478.1              409.6              329.5
        Short-term debt interest expense...................           26.1               31.7                8.0
        Long-term debt interest expense....................           84.6              121.2              137.3
        Amortization of policy acquisition costs...........          292.7              287.3              405.2
        Capitalization of policy acquisition costs.........         (609.1)            (508.0)            (391.9)
        Rent expense, net of sublease income...............          100.0              101.8              113.7
        Cursitor intangible assets writedown...............            -                120.9                -
        Other..............................................        1,056.8              917.9              769.1
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     2,201.2       $    2,203.9       $    2,075.7
                                                            =================   ================   =================
</TABLE>

        During 1997 and 1996,  the Company  restructured  certain  operations in
        connection with cost reduction  programs and recorded pre-tax provisions
        of $42.4  million and $24.4  million,  respectively.  The  amounts  paid
        during 1998,  associated  with cost  reduction  programs,  totaled $22.6
        million.  At December 31, 1998,  the  liabilities  associated  with cost
        reduction  programs  amounted to $39.4 million.  The 1997 cost reduction
        program  included costs related to employee  termination and exit costs.
        The 1996 cost reduction program included  restructuring costs related to
        the consolidation of insurance operations' service centers. Amortization
        of DAC in 1996 included a $145.0  million  writeoff of DAC related to DI
        contracts.

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
        Superintendent  has broad discretion to determine  whether the financial
        condition of a stock life insurance company would support the payment of
        dividends to its  shareholders.  For 1998, 1997 and 1996,  statutory net
        income (loss)  totaled  $384.4  million,  $(351.7)  million and $(351.1)
        million,  respectively.  Statutory  surplus,  capital  stock  and  Asset
        Valuation  Reserve ("AVR") totaled $4,728.0 million and $3,907.1 million
        at December 31, 1998 and 1997, respectively. No dividends have been paid
        by Equitable Life to the Holding Company to date.

        At December 31, 1998, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $25.6  million  of  securities
        deposited with such government or state agencies.

        The differences  between  statutory surplus and capital stock determined
        in accordance  with Statutory  Accounting  Principles  ("SAP") and total
        shareholders' equity on a GAAP basis are primarily  attributable to: (a)
        inclusion  in  SAP  of  an  AVR  intended  to  stabilize   surplus  from
        fluctuations in the value of the investment portfolio; (b) future policy
        benefits and policyholders'  account balances under SAP differ from GAAP
        due  to  differences   between   actuarial   assumptions  and  reserving
        methodologies;  (c) certain policy  acquisition costs are expensed under
        SAP but deferred under GAAP and amortized over future periods to achieve
        a matching of  revenues  and  expenses;  (d)  Federal  income  taxes are
        generally  accrued  under SAP based upon  revenues  and  expenses in the
        Federal  income tax return while under GAAP deferred  taxes are provided
        for timing differences  between recognition of revenues and expenses for
        financial  reporting  and income tax  purposes;  (e) valuation of assets
        under SAP and GAAP  differ due to  different  investment  valuation  and
        depreciation methodologies,  as well as the deferral of interest-related
        realized capital gains and losses on fixed income  investments;  and (f)
        differences  in  the  accrual   methodologies  for  post-employment  and
        retirement benefit plans.

                                      F-35
<PAGE>

19)     BUSINESS SEGMENT INFORMATION

        The Company's  operations consist of Insurance and Investment  Services.
        The  Company's  management  evaluates the  performance  of each of these
        segments  independently  and  allocates  resources  based on current and
        future   requirements   of  each  segment.   Management   evaluates  the
        performance  of each segment based upon  operating  results  adjusted to
        exclude the effect of unusual or  non-recurring  events and transactions
        and  certain  revenue  and  expense  categories  not related to the base
        operations  of  the  particular   business  net  of  minority  interest.
        Information for all periods is presented on a comparable basis.

        Intersegment  investment  advisory and other fees of approximately $61.8
        million,  $84.1  million  and $129.2  million  for 1998,  1997 and 1996,
        respectively,  are included in total revenues of the Investment Services
        segment.   These  fees,   excluding   amounts  related  to  discontinued
        operations of $.5 million, $4.2 million and $13.3 million for 1998, 1997
        and 1996, respectively, are eliminated in consolidation.

        The following  tables  reconcile each  segment's  revenues and operating
        earnings to total  revenues  and  earnings  from  continuing  operations
        before Federal income taxes and cumulative  effect of accounting  change
        as reported on the consolidated statements of earnings and the segments'
        assets to total assets on the consolidated balance sheets, respectively.
<TABLE>
<CAPTION>

                                                                   Investment
                                                Insurance           Services        Elimination           Total
                                              ---------------   -----------------  ---------------   ----------------
                                                                          (In Millions)
        <S>                                    <C>               <C>                <C>               <C>         
        1998
        Segment revenues.....................  $     4,029.8     $    1,438.4       $        (5.7)    $    5,462.5
        Investment gains.....................           64.8             35.4                 -              100.2
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     4,094.6     $    1,473.8       $        (5.7)    $    5,562.7
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       688.6     $      284.3       $         -       $      972.9
        Investment gains , net of
          DAC and other charges..............           41.7             27.7                 -               69.4
        Pre-tax minority interest............            -              141.5                 -              141.5
                                              ---------------   -----------------  ---------------   ----------------
        Earnings from Continuing
          Operations.........................  $       730.3     $      453.5       $         -       $    1,183.8
                                              ===============   =================  ===============   ================

        Total Assets.........................  $    75,626.0     $   12,379.2       $       (64.4)    $   87,940.8
                                              ===============   =================  ===============   ================


        1997
        Segment revenues.....................  $     3,990.8     $    1,200.0       $       (7.7)     $    5,183.1
        Investment gains (losses)............         (318.8)           255.1                -               (63.7)
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     3,672.0     $    1,455.1       $       (7.7)     $    5,119.4
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       507.0     $      258.3       $        -        $      765.3
        Investment gains (losses), net of
          DAC and other charges..............         (292.5)           252.7                -               (39.8)
        Non-recurring costs and expenses.....          (41.7)          (121.6)               -              (163.3)
        Pre-tax minority interest............            -              108.5                -               108.5
                                              ---------------   -----------------  ---------------   ----------------
        Earnings from Continuing
          Operations.........................  $       172.8     $      497.9       $        -        $      670.7
                                              ===============   =================  ===============   ================

        Total Assets.........................  $    67,762.4     $   13,691.4       $      (96.1)     $   81,357.7
                                              ===============   =================  ===============   ================
</TABLE>

                                      F-36
<PAGE>

<TABLE>
<CAPTION>

                                                                   Investment
                                                Insurance           Services        Elimination           Total
                                              ---------------   -----------------  ---------------   ----------------
                                                                          (In Millions)
        <S>                                    <C>               <C>                <C>               <C>         
        1996
        Segment revenues.....................  $     3,789.1     $    1,105.5       $       (12.6)    $    4,882.0
        Investment gains (losses)............          (30.3)            20.5                 -               (9.8)
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     3,758.8     $    1,126.0       $       (12.6)    $    4,872.2
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       337.1     $      224.6       $         -       $      561.7
        Investment gains (losses), net of
          DAC and other charges..............          (37.2)            16.9                 -              (20.3)
        Reserve strengthening and DAC
          writeoff...........................         (393.0)             -                   -             (393.0)
        Non-recurring costs and
          expenses...........................          (22.3)            (1.1)                -              (23.4)
        Pre-tax minority interest............            -               83.6                 -               83.6
                                              ---------------   -----------------  ---------------   ----------------
        Earnings (Loss) from
          Continuing Operations..............  $      (115.4)    $      324.0       $         -       $      208.6
                                              ===============   =================  ===============   ================
</TABLE>

20)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

        The  quarterly  results of operations  for 1998 and 1997 are  summarized
        below:
<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                       ------------------------------------------------------------------------------
                                           March 31           June 30           September 30          December 31
                                       -----------------  -----------------   ------------------   ------------------
                                                                       (In Millions)
        <S>                            <C>                <C>                 <C>                  <C>         
        1998
        Total Revenues................  $     1,470.2      $     1,422.9       $    1,297.6         $    1,372.0
                                       =================  =================   ==================   ==================

        Earnings from Continuing
          Operations before
          Cumulative Effect
          of Accounting Change........  $       212.8      $       197.0       $      136.8         $      158.9
                                       =================  =================   ==================   ==================

        Net Earnings..................  $       213.3      $       198.3       $      137.5         $      159.1
                                       =================  =================   ==================   ==================

        1997
        Total Revenues................  $     1,266.0      $     1,552.8       $    1,279.0         $    1,021.6
                                       =================  =================   ==================   ==================

        Earnings from Continuing
          Operations before
          Cumulative Effect
          of Accounting Change........  $       117.4      $       222.5       $      145.1         $       39.4
                                       =================  =================   ==================   ==================

        Net Earnings (Loss)...........  $       114.1      $       223.1       $      144.9         $      (44.9)
                                       =================  =================   ==================   ==================
</TABLE>

        Net earnings for the three  months  ended  December 31, 1997  includes a
        charge of $212.0 million related to additions to valuation allowances on
        and   writeoffs   of  real  estate  of  $225.2   million,   and  reserve
        strengthening  on  discontinued  operations of $84.3 million offset by a
        reversal of prior years tax reserves of $97.5 million.

                                      F-37
<PAGE>

21)     INVESTMENT IN DLJ

        At December  31,  1998,  the  Company's  ownership  of DLJ  interest was
        approximately  32.5%. The Company's  ownership  interest will be further
        reduced  upon  the  issuance  of  common  stock  after  the  vesting  of
        forfeitable  restricted  stock units  acquired by and/or the exercise of
        options  granted to certain DLJ employees.  DLJ  restricted  stock units
        represents  forfeitable  rights to  receive  approximately  5.2  million
        shares of DLJ common stock through February 2000.

        The results of  operations  of DLJ are accounted for on the equity basis
        and  are  included  in  commissions,   fees  and  other  income  in  the
        consolidated statements of earnings. The Company's carrying value of DLJ
        is included in investment in and loans to affiliates in the consolidated
        balance sheets.

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

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>         
        Assets:
        Trading account securities, at market value............................  $   13,195.1       $   16,535.7
        Securities purchased under resale agreements...........................      20,063.3           22,628.8
        Broker-dealer related receivables......................................      34,264.5           28,159.3
        Other assets...........................................................       4,759.3            3,182.0
                                                                                ----------------   -----------------
        Total Assets...........................................................  $   72,282.2       $   70,505.8
                                                                                ================   =================

        Liabilities:
        Securities sold under repurchase agreements............................  $   35,775.6       $   36,006.7
        Broker-dealer related payables.........................................      26,161.5           26,127.2
        Short-term and long-term debt..........................................       3,997.6            3,249.5
        Other liabilities......................................................       3,219.8            2,860.9
                                                                                ----------------   -----------------
        Total liabilities......................................................      69,154.5           68,244.3
        DLJ's company-obligated mandatorily redeemed preferred
          securities of subsidiary trust holding solely debentures of DLJ......         200.0              200.0
        Total shareholders' equity.............................................       2,927.7            2,061.5
                                                                                ----------------   -----------------
        Total Liabilities, Cumulative Exchangeable Preferred Stock and
          Shareholders' Equity.................................................  $   72,282.2       $   70,505.8
                                                                                ================   =================

        DLJ's equity as reported...............................................  $    2,927.7       $    2,061.5
        Unamortized cost in excess of net assets acquired in 1985
          and other adjustments................................................          23.7               23.5
        The Holding Company's equity ownership in DLJ..........................      (1,002.4)            (740.2)
        Minority interest in DLJ...............................................      (1,118.2)            (729.3)
                                                                                ----------------   -----------------
        The Company's Carrying Value of DLJ....................................  $      830.8       $      615.5
                                                                                ================   =================
</TABLE>

                                      F-38
<PAGE>

        Summarized  statements of earnings information for DLJ reconciled to the
        Company's equity in earnings of DLJ is as follows:
<TABLE>
<CAPTION>

                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>         
        Commission, fees and other income......................................  $    3,184.7       $    2,430.7
        Net investment income..................................................       2,189.1            1,652.1
        Dealer, trading and investment gains, net..............................          33.2              557.7
                                                                                ----------------   -----------------
        Total revenues.........................................................       5,407.0            4,640.5
        Total expenses including income taxes..................................       5,036.2            4,232.2
                                                                                ----------------   -----------------
        Net earnings...........................................................         370.8              408.3
        Dividends on preferred stock...........................................          21.3               12.2
                                                                                ----------------   -----------------
        Earnings Applicable to Common Shares...................................  $      349.5       $      396.1
                                                                                ================   =================

        DLJ's earnings applicable to common shares as reported.................  $      349.5       $      396.1
        Amortization of cost in excess of net assets acquired in 1985..........           (.8)              (1.3)
        The Holding Company's equity in DLJ's earnings.........................        (136.8)            (156.8)
        Minority interest in DLJ...............................................         (99.5)            (109.1)
                                                                                ----------------   -----------------
        The Company's Equity in DLJ's Earnings.................................  $      112.4       $      128.9
                                                                                ================   =================
</TABLE>

22)     ACCOUNTING FOR STOCK-BASED COMPENSATION

        The  Holding  Company  sponsors a stock  option  plan for  employees  of
        Equitable  Life.  DLJ and Alliance  each sponsor  their own stock option
        plans for  certain  employees.  The  Company  has elected to continue to
        account for  stock-based  compensation  using the intrinsic value method
        prescribed  in APB No.  25. Had  compensation  expense  for the  Holding
        Company,  DLJ and  Alliance  Stock  Option  Incentive  Plan options been
        determined  based  on SFAS  No.  123's  fair  value  based  method,  the
        Company's  pro forma net  earnings  for 1998,  1997 and 1996  would have
        been:
<TABLE>
<CAPTION>

                                                                        1998              1997             1996
                                                                   ---------------   ---------------  ---------------
                                                                                     (In Millions)
       <S>                                                          <C>               <C>              <C>         
        Net Earnings:
          As reported.............................................  $      708.2      $     437.2      $       10.3
          Pro forma...............................................         678.4            426.3               3.3
</TABLE>

        The fair values of options  granted after  December 31, 1994,  used as a
        basis  for the above pro forma  disclosures,  were  estimated  as of the
        dates of grant using the Black-Scholes  option pricing model. The option
        pricing assumptions for 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>

                                    Holding Company                      DLJ                            Alliance
                             ------------------------------ ------------------------------- ----------------------------------
                               1998      1997       1996      1998       1997      1996       1998       1997         1996
                             --------- ---------- --------- ---------- -------------------- ---------------------- -----------

        <S>                  <C>        <C>       <C>        <C>        <C>       <C>        <C>        <C>         <C>  
        Dividend yield......  0.32%      0.48%     0.80%      0.69%      0.86%     1.54%      6.50%      8.00%       8.00%

        Expected volatility.   28%        20%       20%        40%        33%       25%        29%        26%         23%

        Risk-free interest
          rate..............  5.48%      5.99%     5.92%      5.53%      5.96%     6.07%      4.40%      5.70%       5.80%

        Expected life
          in years..........    5          5         5          5          5         5         7.2        7.2         7.4

        Weighted average
          fair value per
          option at
          grant-date........  $22.64    $12.25     $6.94     $16.27     $10.81     $4.03      $3.86      $2.18       $1.35
</TABLE>

                                      F-39
<PAGE>

        A summary of the Holding Company,  DLJ and Alliance's option plans is as
        follows:
<TABLE>
<CAPTION>

                                        Holding Company                     DLJ                         Alliance
                                  ----------------------------- ----------------------------- -----------------------------
                                                    Weighted                      Weighted                     Weighted
                                                    Average                       Average                       Average
                                                    Exercise                      Exercise                     Exercise
                                                    Price of                      Price of                     Price of
                                      Shares        Options         Shares        Options         Units         Options
                                  (In Millions)   Outstanding   (In Millions)   Outstanding   (In Millions)   Outstanding
                                  --------------- ------------- --------------- ------------- -----------------------------
       <S>                              <C>          <C>             <C>         <C>               <C>          <C>   
        Balance as of
          January 1, 1996........       6.7           $20.27         18.4         $13.50            9.6          $ 8.86
          Granted................        .7           $24.94          4.2         $16.27            1.4          $12.56
          Exercised..............       (.1)          $19.91          -                             (.8)         $ 6.82
          Expired................       -                             -                             -
          Forfeited..............       (.6)          $20.21          (.4)        $13.50            (.2)         $ 9.66
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1996......       6.7           $20.79         22.2         $14.03           10.0          $ 9.54
          Granted................       3.2           $41.85          6.4         $30.54            2.2          $18.28
          Exercised..............      (1.6)          $20.26          (.2)        $16.01           (1.2)         $ 8.06
          Forfeited..............       (.4)          $23.43          (.2)        $13.79            (.4)         $10.64
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1997......       7.9           $29.05         28.2         $17.78           10.6          $11.41
          Granted................       4.3           $66.26          1.5         $38.59            2.8          $26.28
          Exercised..............      (1.1)          $21.18         (1.4)        $14.91            (.9)         $ 8.91
          Forfeited..............       (.4)          $47.01          (.1)        $17.31            (.2)         $13.14
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1998......      10.7           $44.00         28.2         $19.04           12.3          $14.94
                                  ===============               =============                 ===============
</TABLE>

                                      F-40
<PAGE>

        Information  about options  outstanding  and exercisable at December 31,
        1998 is as follows:
<TABLE>
<CAPTION>

                                             Options Outstanding                          Options Exercisable
                             ----------------------------------------------------  -----------------------------------
                                                    Weighted
                                                    Average         Weighted                             Weighted
              Range of             Number          Remaining         Average             Number           Average
              Exercise          Outstanding       Contractual       Exercise          Exercisable        Exercise
               Prices          (In Millions)      Life (Years)        Price          (In Millions)         Price
        --------------------------------------- ----------------- ----------------  ------------------- ---------------

               Holding
               Company
        ----------------------
        <S>                        <C>                 <C>           <C>                <C>                <C>
        $18.125    -$27.75           3.7               5.19           $20.97              3.0              $20.33
        $28.50     -$45.25           3.0               8.68           $41.79              -
        $50.63     -$66.75           2.1               9.21           $52.73              -
        $81.94     -$82.56           1.9               9.62           $82.56              -
                              -----------------                                    -------------------
        $18.125    -$82.56          10.7               7.75           $44.00              3.0              $20.33
                              ================= ================= ================  ==================== ==============

                 DLJ
        ----------------------
        $13.50    -$25.99           22.3               7.1            $14.59             21.4              $15.05
        $26.00    -$38.99            5.0               8.8            $33.94              -
        $39.00    -$52.875            .9               9.4            $44.65              -
                              -----------------                                    -------------------
        $13.50    -$52.875          28.2               7.5            $19.04             21.4              $15.05
                              ================= ================== ==============  ===================== =============

              Alliance
        ----------------------
        $ 3.03    -$ 9.69            3.1               4.5            $ 8.03              2.4              $ 7.57
        $ 9.81    -$10.69            2.0               5.3            $10.05              1.6              $10.07
        $11.13    -$13.75            2.4               7.5            $11.92              1.0              $11.77
        $18.47    -$18.78            2.0               9.0            $18.48               .4              $18.48
        $22.50    -$26.31            2.8               9.9            $26.28              -                  -
                              -----------------                                    -------------------
        $  3.03   -$26.31           12.3               7.2            $14.94              5.4              $ 9.88
                              ================= =================== =============  ===================== =============
</TABLE>


                                      F-41


<PAGE>

                                INCOME MANAGER(R)
                       STATEMENT OF ADDITIONAL INFORMATION
                                   MAY 1, 1999

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

                            COMBINATION VARIABLE AND
                        FIXED DEFERRED ANNUITY CONTRACTS

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                 1290 AVENUE OF THE AMERICAS, NEW YORK, NY 10104

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

This statement of additional information ("SAI") is not a prospectus. It should
be read in conjunction with the related Separate Account No. 45 Income Manager
prospectuses as follows:

- --------------------------------------------------------------------------------
Prospectuses dated May 1, 1996 as supplemented on May 1, 1997, December 31,
1997, May 1, 1998 and January 4, 1999.
- --------------------------------------------------------------------------------
Prospectuses dated October 17, 1996 as supplemented on May 1, 1997, December 31,
1997, May 1, 1998, and January 4, 1999.
- --------------------------------------------------------------------------------
Prospectuses dated December 31, 1997 as supplemented on May 1, 1998 and
January 4, 1999.
- --------------------------------------------------------------------------------

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 (Post Office Box 1547, Secaucus, NJ 07096-1547), by calling
1-800-789-7771 toll-free, or by contacting your agent.




- --------------------------------------------------------------------------------
                                TABLE OF CONTENTS
- --------------------------------------------------------------------------------
                                                                          PAGE
Custodian and Independent Accountants                                      2
- --------------------------------------------------------------------------------
Yield Information for the Alliance Money Market Fund,                      2
   Alliance High Yield Fund, and Alliance Intermediate 
   Government Securities Fund
- --------------------------------------------------------------------------------
Financial Statements                                                       2
- --------------------------------------------------------------------------------



    Copyright 1999 The Equitable Life Assurance Society of the United States.
                              All rights reserved.



(AGTSUPPSAIB 5/99)


<PAGE>


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

CUSTODIAN AND INDEPENDENT ACCOUNTANTS

Equitable Life is the custodian for the shares of The Hudson River Trust and EQ
Advisors Trust owned by the variable annuity options.

The financial statements of Separate Account No. 45 as at December 31, 1998 and
for the periods ended December 31, 1998 and 1997, and the consolidated financial
statements of Equitable Life as at December 31, 1998 and 1997 and for each of
the three years ended December 31, 1998 included in this SAI have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

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


YIELD INFORMATION FOR THE ALLIANCE MONEY MARKET FUND, ALLIANCE HIGH YIELD FUND,
   AND ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND


The yields for the Alliance Money Market Fund, Alliance High Yield Fund, and
Alliance Intermediate Government Securities Fund reflect charges that are not
normally reflected in the yields of other investments. Therefore, they may be
lower when compared with yields of other investments. The yields for the
Alliance Money Market Fund, Alliance High Yield Fund, and Alliance Intermediate
Government Securities Fund should not be compared to the return on fixed rate
investments which guarantee rates of interest for specified periods, such as the
fixed interest options. Nor should the yields be compared to the yields of money
market options made available to the general public.

The yields reflect the deduction of Investment Fund expenses, they are lower
than the corresponding yield figures for the Alliance Money Market, Alliance
High Yield, and Alliance Intermediate Government Securities Portfolios which
reflect only the deduction of The Hudson River Trust-level expenses.


The seven-day current yield for the Alliance Money Market Fund was 4.65% for the
period ended December 31, 1998. The effective yield for that period was 4.75%.


The 30-day current yield for the Alliance High Yield Fund was 13.38% for the
period ended December 31, 1998.

The 30-day current yield for the Intermediate Government Securities Fund was
3.62% for the period ended December 31, 1998.


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

FINANCIAL STATEMENTS

The consolidated financial statements of Equitable Life included herein should
be considered only as bearing upon the ability of Equitable Life to meet its
obligations under the contracts.


                                       2


<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

INDEX TO FINANCIAL STATEMENTS

Report of Independent Accountants .....................................     FS-2
Financial Statements:
   Statements of Assets and Liabilities, December 31, 1998 ............     FS-3
   Statements of Operations for the Year Ended December 31, 1998 ......     FS-6
   Statements of Changes in Net Assets for the Years Ended
     December 31, 1998 and 1997 .......................................     FS-9
   Notes to Financial Statements ......................................    FS-15


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Accountants .....................................      F-1
Consolidated Financial Statements:
   Consolidated Balance Sheets, December 31, 1998 and 1997 ............      F-2
   Consolidated Statements of Earnings, Years Ended December
     31, 1998, 1997 and 1996 ..........................................      F-3
   Consolidated Statements of Shareholder's Equity, Years Ended
     December 31, 1998,
      1997 and 1996 ...................................................      F-4
   Consolidated Statements of Cash Flows, Years Ended December 31,
     1998, 1997 and 1996 ..............................................      F-5
   Notes to Consolidated Financial Statements .........................      F-6


                                      FS-1
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
The Equitable Life Assurance Society of the United States
and Contractowners of Separate Account No. 45
of The Equitable Life Assurance Society of the United States

In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of the Alliance Money Market Fund,
Alliance Intermediate Government Securities Fund, Alliance High Yield Fund,
Alliance Growth & Income Fund, Alliance Equity Index Fund, Alliance Common Stock
Fund, Alliance Global Fund, Alliance International Fund, Alliance Aggressive
Stock Fund, Alliance Small Cap Growth Fund, Alliance Conservative Investors
Fund, Alliance Growth Investors Fund, ("Hudson River Trust funds") and T. Rowe
Price Equity Income Fund, EQ/Putnam Growth & Income Value Fund, BT Equity 500
Index Fund, Merrill Lynch Basic Value Equity Fund, MFS Research Fund, BT
International Equity Index Fund, T. Rowe Price International Stock Fund, Morgan
Stanley Emerging Markets Equity Fund, Warburg Pincus Small Company Value Fund,
BT Small Company Index Fund, MFS Emerging Growth Companies Fund, EQ/Putnam
Balanced Fund and Merrill Lynch World Strategy Fund ("EQ Advisors Trust funds"),
separate investment funds of The Equitable Life Assurance Society of the United
States ("Equitable Life") Separate Account No. 45 at December 31, 1998 and the
results of each of their operations and changes in each of their net assets for
the periods indicated, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of Equitable
Life's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of shares owned in The Hudson River Trust and in The EQ Advisors
Trust at December 31, 1998 with the transfer agent, provide a reasonable basis
for the opinion expressed above.


PricewaterhouseCoopers LLP
New York, New York
February 8, 1999


                                      FS-2
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                         FIXED INCOME SERIES:                
                                                ------------------------------------------   
                                                                ALLIANCE                     
                                                  ALLIANCE    INTERMEDIATE                   
                                                   MONEY       GOVERNMENT      ALLIANCE      
                                                   MARKET      SECURITIES        HIGH        
                                                    FUND          FUND         YIELD FUND    
                                                ------------   ------------   ------------   
<S>                                             <C>             <C>            <C>       
ASSETS
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost: $162,642,654 .......................   $162,027,740
           38,988,768 .......................                   $39,087,424
           79,874,329 .......................                                  $68,956,617
           52,351,834 .......................   
           38,500,311 .......................   
          179,571,303 .......................   
           51,702,567 .......................   
              367,878 .......................   
           40,156,608 .......................   
Receivable for Trust shares sold ............           --             --             --   
Receivable for policy-related transactions ..      4,052,521        284,956        281,931
                                                ------------    -----------    -----------
Total Assets ................................    166,080,261     39,372,380     69,238,548
                                                ------------    -----------    -----------

LIABILITIES
Payable for Trust shares
   purchased ................................      4,071,280        311,491        285,060
Payable for policy-related
   transactions .............................           --             --             --   
Amount retained by Equitable Life in Separate
   Account No. 45 (Note 5) ..................         51,090         37,552         17,444
                                                ------------    -----------    -----------
Total Liabilities ...........................      4,122,370        349,043        302,504
                                                ------------    -----------    -----------

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...   $161,957,891    $39,023,337    $68,936,044
                                                ============    ===========    ===========

<CAPTION>
                                                                              EQUITY SERIES:                                        
                                                ------------------------------------------------------------------------------------
                                                                                                                           MERRILL  
                                                  T. ROWE       EQ/PUTNAM                                     ALLIANCE      LYNCH   
                                                   PRICE         GROWTH &      ALLIANCE       BT EQUITY        EQUITY    BASIC VALUE
                                                  EQUITY         INCOME         GROWTH &      500 INDEX        INDEX        EQUITY  
                                                INCOME FUND     VALUE FUND    INCOME FUND       FUND           FUND         FUND   
                                                ------------   ------------   ------------   ------------   ------------ -----------
<S>                                             <C>            <C>           <C>             <C>            <C>         <C>       
ASSETS
Investments in shares of the Trusts --       
   at market value (Note 1)
   Cost: $162,642,654 .......................
           38,988,768 .......................
           79,874,329 .......................
           52,351,834 .......................   $54,352,075
           38,500,311 .......................                  $41,327,548
          179,571,303 .......................                                $194,812,344
           51,702,567 .......................                                                $57,083,310
              367,878 .......................                                                               $429,900
           40,156,608 .......................                                                                           $40,154,990
Receivable for Trust shares sold ............            --             --             --             --          --             --
Receivable for policy-related transactions ..       192,690        169,537        886,818      1,978,165      12,773        297,870
                                                -----------    -----------   ------------    -----------    --------    -----------
Total Assets ................................    54,544,765     41,497,085    195,699,162     59,061,475     442,673     40,452,860
                                                -----------    -----------   ------------    -----------    --------    -----------

LIABILITIES
Payable for Trust shares purchased ..........      192,690         169,537        914,736      1,978,218      13,332        297,913
Payable for policy related transactions......           --              --             --             --          --             --
Amount retained by Equitable Life in Separate
   Account No. 45 (Note 5) ..................       38,209          31,750        144,163         59,481       8,903         24,813
                                                -----------    -----------   ------------    -----------    --------    -----------
Total Liabilities ...........................      230,899         201,287      1,058,899      2,037,699      22,235        322,726
                                                -----------    -----------   ------------    -----------    --------    -----------

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...   $54,313,866    $41,295,798   $194,640,263    $57,023,776    $420,438    $40,130,134
                                                ===========    ===========   ============    ===========    ========    ===========
</TABLE>
- -------------------
See Notes to Financial Statements.

                                      FS-3
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                                  EQUITY SERIES (CONTINUED):
                                                ---------------------------------------------------------  
                                                    ALLIANCE                                                
                                                     COMMON          MFS         ALLIANCE      ALLIANCE     
                                                     STOCK         RESEARCH       GLOBAL     INTERNATIONAL  
                                                     FUND            FUND          FUND          FUND       
                                                ------------   ------------   ------------   ------------
<S>                                             <C>             <C>            <C>           <C>         

ASSETS
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost: $614,422,976 .......................   $673,522,100
           46,867,524 .......................                   $53,094,944
           62,242,799 .......................                                  $66,482,102
           19,182,262 .......................                                                $20,109,775
            5,069,139 .......................   
           28,158,931 .......................   
            5,282,220 .......................   
          158,195,007 .......................   
Receivable for Trust shares sold ............             --             --             --     1,621,423
Receivable for policy-related transaction ...      3,169,259        789,675        223,087            -- 
                                                ------------    -----------    -----------   -----------
Total Assets ................................    676,691,359     53,884,619     66,705,189    21,731,198
                                                ------------    -----------    -----------   -----------

LIABILITIES
Payable for Trust shares sold ...............      3,174,080        789,704        228,019            -- 
Payable for policy-related transactions .....             --             --             --     1,629,516
Amount retained by Equitable Life in Separate
   Account No. 45 (Note 5) ..................         15,873         11,321         69,713        23,074
                                                ------------    -----------    -----------   -----------
Total Liabilities ...........................      3,189,953        801,025        297,732     1,652,590
                                                ------------    -----------    -----------   -----------

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...   $673,501,406    $53,083,594    $66,407,457   $20,078,608
                                                ============    ===========    ===========   ===========
<CAPTION>

                                                                  EQUITY SERIES (CONTINUED):
                                                ---------------------------------------------------------  
                                                                                 MORGAN                   
                                                                  T. ROWE       STANLEY                  
                                                     BT            PRICE        EMERGING      ALLIANCE   
                                                 INTERNATIONAL  INTERNATIONAL    MARKETS     AGGRESSIVE  
                                                    EQUITY         STOCK         EQUITY        STOCK     
                                                    INDEX          FUND           FUND          FUND     
                                                ------------   ------------   ------------   ------------
<S>                                             <C>            <C>            <C>            <C>         
ASSETS
Investments in shares of the Trusts --          
   at market value (Note 1)
   Cost: $614,422,976 .......................
           46,867,524 .......................
           62,242,799 .......................
           19,182,262 .......................
            5,069,139 .......................   $5,353,580 
           28,158,931 .......................                  $29,654,895 
            5,282,220 .......................                                 $4,273,794 
          158,195,007 .......................                                                $147,616,537 
Receivable for Trust shares sold ............      228,451              --            --               --
Receivable for policy-related transaction ...           --         158,444        25,127          305,836
                                                ----------     -----------    ----------     ------------
Total Assets ................................    5,582,031      29,813,339     4,298,921      147,922,373
                                                ----------     -----------    ----------     ------------

LIABILITIES
Payable for Trust shares sold ...............           --         158,443        26,143          313,060
Payable for policy-related transactions .....      228,419              --            --               --
Amount retained by Equitable Life in Separate 
   Account No. 45 (Note 5) ..................        6,600          22,436         8,961           11,344
                                                ----------     -----------    ----------     ------------
Total Liabilities ...........................      235,019         180,879        35,104          324,404
                                                ----------     -----------    ----------     ------------

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...   $5,347,012     $29,632,460    $4,263,817     $147,597,969
                                                ==========     ===========    ==========     ============
</TABLE>
- ------------------

See Notes to Financial Statements.


                                      FS-4
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED)
DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                                  EQUITY SERIES (CONCLUDED):
                                                     ------------------------------------------------------ 
                                                       WARBURG                                     MFS      
                                                       PINCUS        ALLIANCE                   EMERGING    
                                                        SMALL       SMALL CAP    BT SMALL        GROWTH     
                                                       COMPANY       GROWTH       COMPANY        COMPANIES  
                                                      VALUE FUND       FUND      INDEX FUND       FUND      
                                                     ------------   -----------  -----------   ------------ 
<S>                                                  <C>            <C>          <C>           <C>          
ASSETS
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost: $ 41,502,596............................... $37,275,602 
           42,123,172.............................                  $40,301,314
            5,078,731.............................                               $5,098,116
           61,770,493.............................                                             $73,588,750
           50,900,433.............................                                                          
           33,319,831.............................                                                          
          120,367,795.............................                                                          
            5,865,231.............................                                                          
Receivable for Trust shares sold..................            --            --           --             --  
Receivable for policy-related transactions........        87,152     1,031,150       41,271        834,313  
                                                     ------------   ----------  -----------   ------------  
Total Assets......................................    37,362,754    41,332,464    5,139,387     74,423,063  
                                                     ------------   ----------  -----------   ------------  
                                                                 
LIABILITIES                                                      
Payable for Trust shares purchased................        87,151     1,035,757       41,271        834,334  
Payable for policy-related  transactions..........            --            --           --             --  
Amount retained by Equitable Life in Separate                    
   Account No. 45 (Note 5)........................        25,995        51,378        6,603         24,127  
                                                     ------------   ----------  -----------   ------------  
Total Liabilities.................................       113,146     1,087,135       47,874        858,461  
                                                     ------------   ----------  -----------   ------------  
                                                                 
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS.........   $37,249,608    $40,245,329  $5,091,513    $73,564,602  
                                                     ===========    ===========  ==========   ============  
<CAPTION>                                                       
                                                                    ASSET ALLOCATION SERIES:
                                                     -------------------------------------------------------
                                                                                                   MERRILL
                                                       ALLIANCE                     ALLIANCE        LYNCH
                                                     CONSERVATIVE    EQ/PUTNAM       GROWTH         WORLD
                                                      INVESTORS      BALANCED      INVESTORS       STRATEGY
                                                        FUND           FUND           FUND          FUND
                                                     -----------   ------------  -------------   -----------
<S>                                                  <C>           <C>           <C>              <C>       
ASSETS
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost: $ 41,502,596.............................   
           42,123,172.............................   
            5,078,731.............................   
           61,770,493.............................   
           50,900,433.............................   $51,458,514
           33,319,831.............................                 $34,637,097 
          120,367,795.............................                               $126,599,682 
            5,865,231.............................                                                $5,947,148
Receivable for Trust shares sold..................            --            --             --             --
Receivable for policy-related transactions........       445,717       649,638        394,969         45,950
                                                     -----------   -----------   ------------     ----------
Total Assets......................................    51,904,231    35,286,735    126,994,651      5,993,098
                                                     -----------   -----------   ------------     ----------
                                                                                                 
LIABILITIES                                                                                      
Payable for Trust shares purchased................       447,264       649,660        435,647         45,950
Payable for policy-related  transactions..........            --            --             --             --
Amount retained by Equitable Life in Separate                                                    
   Account No. 45 (Note 5)........................       141,475        16,519         79,665          5,185
                                                     -----------   -----------   ------------     ----------
Total Liabilities.................................       588,739       666,179        515,312         51,135
                                                     -----------   -----------   ------------     ----------
                                                                                                 
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS.........   $51,315,492   $34,620,556   $126,479,339     $5,941,963
                                                     ===========   ===========   ============     ==========
</TABLE>
- -------------------                                                       
See Notes to Financial Statements.                                             


                                      FS-5
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                      
SEPARATE ACCOUNT NO. 45 
                                                       
STATEMENTS OF OPERATIONS                                                       
FOR THE YEAR ENDED DECEMBER 31, 1998                                           
<TABLE>
<CAPTION>
                                                                              
                                                      FIXED INCOME SERIES:                
                                             ----------------------------------------    
                                                             ALLIANCE                    
                                              ALLIANCE     INTERMEDIATE     ALLIANCE      
                                               MONEY        GOVERNMENT        HIGH        
                                               MARKET       SECURITIES        YIELD       
                                                FUND           FUND           FUND        
                                             -----------    ----------   -------------   
<S>                                          <C>            <C>           <C>             
INCOME AND EXPENSES:                                                                     
    Investment Income (Note 2):
      Dividends from the Trusts .............$5,658,138     $1,260,940    $  5,454,605   
   Expenses (Note 3):
      Asset-based charges                       737,652        268,963        542,692   
                                             ----------     ----------    -----------   
NET INVESTMENT INCOME (LOSS) ................ 4,920,486        991,977      4,911,913   
                                             ----------     ----------    -----------   
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
   Realized gain (loss) on investments ......
   Realized gain distribution from the ......   149,548        255,764     (1,040,219)   
      Trusts ................................     4,257             --      1,292,662   
                                             ----------     ----------    -----------   
NET REALIZED GAIN (LOSS) ....................   153,805        255,764        252,443   
                                             ----------     ----------    -----------   
   Unrealized appreciation (depreciation)
    on investments:
   Beginning of period ......................  (465,201)        21,939       (786,186)  
   End of period ............................  (614,915)        98,656    (10,917,712)  
                                             ----------     ----------    -----------   
   Change in unrealized appreciation ........                                           
      (depreciation) during the period ......  (149,714)        76,717    (10,131,526)  
                                             ----------     ----------    -----------   
NET REALIZED AND UNREALIZED GAIN (LOSS) ON ..                                           
   INVESTMENTS ..............................     4,091        332,481     (9,879,083)  
                                             ----------     ----------    -----------   
   NET INCREASE (DECREASE) IN NET ASSETS ....                                           
   RESULTING FROM OPERATIONS ................$4,924,577     $1,324,458    $(4,967,170)  
                                             ==========     ==========    ===========   
<CAPTION>

                                                                      EQUITY SERIES:
                                             -----------------------------------------------------------------------------------
                                               T.ROWE                                                                   MERRILL
                                                PRICE       EQ/PUTNAM      ALLIANCE                      ALLIANCE       LYNCH
                                               EQUITY        GROWTH &       GROWTH &       BT EQUITY      EQUITY      BASIC VALUE
                                               INCOME        INCOME         INCOME        500 INDEX        INDEX         EQUITY    
                                                FUND          FUND         VALUE FUND         FUND         FUND           FUND  
                                             ----------   -----------    ------------     -----------    ---------    -----------
<S>                                          <C>          <C>            <C>             <C>            <C>          <C>        
INCOME AND EXPENSES:
    Investment Income (Note 2):
      Dividends from the Trusts .............$  871,348   $  348,923     $   382,870     $  254,693     $ 2,310      $  377,168
   Expenses (Note 3):
      Asset-based charges
                                                394,056      298,502       1,602,233        203,672       2,588         269,948
                                             ----------   ----------     -----------     ----------     -------      ----------
NET INVESTMENT INCOME (LOSS) ................   477,292       50,421      (1,219,363)        51,021        (278)        107,220
                                             ----------   ----------     -----------     ----------     -------      ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
   Realized gain (loss) on investments ......
   Realized gain distribution from the ......    43,764      (69,351)      2,807,006       (262,278)      5,225        (175,666)   
      Trusts ................................ 1,120,050      315,112      15,440,331             --         112       1,307,680
                                             ----------   ----------     -----------     ----------     -------      ----------
NET REALIZED GAIN (LOSS) .................... 1,163,814      245,761      18,247,337       (262,278)      5,337       1,132,014
                                             ----------   ----------     -----------     ----------     -------      ----------
   Unrealized appreciation (depreciation)                                                                          
    on investments:                                                                                                
   Beginning of period ......................   980,406      191,128       5,616,378             --       4,722         (64,333)
   End of period ............................ 2,000,241    2,827,238      15,241,041      5,380,743      62,022          (1,617)
                                             ----------   ----------     -----------     ----------     -------      ----------
   Change in unrealized appreciation ........                                                                             
      (depreciation) during the period ...... 1,019,835    2,636,110       9,624,663      5,380,743      57,300          62,716
                                             ----------   ----------     -----------     ----------     -------      ----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON ..                                                                              
   INVESTMENTS .............................. 2,183,649    2,881,871      27,872,000      5,118,465      62,637       1,194,730
                                             ----------   ----------     -----------     ----------     -------      ==========
   NET INCREASE (DECREASE) IN NET ASSETS ....                                                                             
   RESULTING FROM OPERATIONS ................$2,660,941   $2,932,292     $26,652,637     $5,169,486     $62,359      $1,301,950
                                             ==========   ==========     ===========     ==========     =======      ==========
</TABLE>       
- -------------------                                                             
See Notes to Financial Statements.                                              


                                      FS-6
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES                       
SEPARATE ACCOUNT NO. 45 
                                                        
STATEMENTS OF OPERATIONS (CONTINUED)                                            
FOR THE YEAR ENDED DECEMBER 31, 1998 
<TABLE>
<CAPTION>
                                                                  EQUITY SERIES (CONTINUED):
                                                -----------------------------------------------------------
                                                   ALLIANCE                                                      
                                                    COMMON           MFS          ALLIANCE       ALLIANCE        
                                                    STOCK         RESEARCH        GLOBAL       INTERNATIONAL     
                                                     FUND           FUND           FUND           FUND           
                                                -------------    -----------    -----------   ------------
<S>                                             <C>              <C>            <C>           <C>        
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts .............   $  2,403,283     $  131,068     $  598,042    $   340,200
   Expenses (Note 3):
      Asset-based charges ...................      5,424,534        307,489        589,611        215,726
                                                ------------     ----------     ----------    -----------
NET INVESTMENT INCOME (LOSS) ................     (3,021,251)      (176,421)         8,431        124,474
                                                ------------     ----------     ----------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
   Realized gain (loss) on investments ......     10,230,950         60,560        749,415     (1,566,752)
   Realized gain distribution from the Trusts     79,194,636             --      4,143,459          3,718
                                                ------------     ----------     ----------    -----------
NET REALIZED GAIN (LOSS) ....................     89,425,586         60,560      4,892,874     (1,563,034)
                                                ------------     ----------     ----------    -----------
   Unrealized appreciation (depreciation)
    on investments:
   Beginning of period ......................     23,451,447         37,510       (244,398)    (2,137,851)
   End of period ............................     59,099,124      6,227,419      4,239,304        927,513
                                                ------------     ----------     ----------    -----------
   Change in unrealized appreciation
    (depreciation) during the period ........     35,647,677      6,189,909      4,483,702      3,065,364
                                                ------------     ----------     ----------    -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS ..............................    125,073,263      6,250,469      9,376,576      1,502,330
                                                ------------     ----------     ----------    -----------

NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ...................   $122,052,012     $6,074,048     $9,385,007    $ 1,626,804
                                                ============     ==========     ==========    ===========
<CAPTION>
                                                                  EQUITY SERIES (CONTINUED):
                                                -------------------------------------------------------
                                                                               MORGAN                    
                                                                T. ROWE        STANLEY                     
                                                  BT             PRICE        EMERGING        ALLIANCE 
                                               INTERNATIONAL     INTER-        MARKETS       AGGRESSIVE
                                                 EQUITY         NATIONAL       EQUITY          STOCK   
                                               INDEX FUND      STOCK FUND        FUND           FUND              
                                               -----------    -----------    -----------    ------------
<S>                                             <C>           <C>            <C>            <C>          
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts .............   $ 66,107      $  245,522     $    16,085    $   586,576
   Expenses (Note 3):
      Asset-based charges ...................     22,058         217,929          35,466      1,537,723
                                                --------      ----------     -----------    -----------
NET INVESTMENT INCOME (LOSS) ................     44,049          27,593         (19,381)      (951,147)
                                                --------      ----------     -----------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
   Realized gain (loss) on investments ......    (38,281)         73,956        (337,130)    (1,170,454)
   Realized gain distribution from the Trusts         --             228              --      6,889,454
                                                --------      ----------     -----------    -----------
NET REALIZED GAIN (LOSS) ....................    (38,281)         74,184        (337,130)     5,719,000
                                                --------      ----------     -----------    -----------
   Unrealized appreciation (depreciation)
    on investments:
   Beginning of period ......................         --        (576,978)       (238,282)    (3,851,402)
   End of period ............................    284,441       1,495,964      (1,008,425)    10,578,470)
                                                --------      ----------     -----------    -----------
   Change in unrealized appreciation
    (depreciation) during the period ........    284,441       2,072,942        (770,143)    (6,727,068)
                                                --------      ----------     -----------    -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS ..............................    246,160       2,147,126      (1,107,273)    (1,008,068)
                                                --------      ----------     -----------    -----------

NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ...................   $290,209      $2,174,719     $(1,126,654)   $(1,959,215)
                                                ========      ==========     ===========    ===========
</TABLE>
- ------------------

See Notes to Financial Statements.


                                      FS-7
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF OPERATIONS (CONCLUDED)
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                                      EQUITY SERIES (CONCLUDED):                     
                                                       ---------------------------------------------------      
                                                         WARBURG                                                
                                                         PINCUS                                     MFS         
                                                          SMALL        ALLIANCE      BT SMALL      EMERGING     
                                                         COMPANY       SMALL CAP     COMPANY       GROWTH       
                                                          VALUE         GROWTH        INDEX       COMPANIES     
                                                          FUND           FUND         FUND          FUND        
                                                       -----------    -----------    --------    ------------   
<S>                                                    <C>            <C>            <C>         <C>         
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts ....................   $   172,128    $       716    $ 34,326     $       901
   Expenses (Note 3):
      Asset-based charges ..........................       355,215        336,205      20,638         373,152
                                                       -----------    -----------    --------     -----------
NET INVESTMENT INCOME (LOSS) .......................      (183,087)      (335,489)     13,688        (372,251)
                                                       -----------    -----------    --------     -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
   Realized gain (loss) on investments .............      (395,526)      (513,118)    (50,161)        163,114
   Realized gain distribution from the Trusts ......            --             --      65,264              -- 
                                                       -----------    -----------    --------     -----------
NET REALIZED GAIN (LOSS) ...........................      (395,526)      (513,118)     15,103         163,114
                                                       -----------    -----------    --------     -----------

   Unrealized appreciation (depreciation)
    on investments:
   Beginning of period .............................      (300,436)      (344,436)         --        (259,194)
   End of period ...................................    (4,226,993)    (1,821,859)     19,385      11,818,257
                                                       -----------    -----------    --------     -----------
   Change in unrealized appreciation
    (depreciation)during the period ................    (3,926,557)    (1,477,423)     19,385      12,077,451
                                                       -----------    -----------    --------     -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS .....................................    (4,322,083)    (1,990,541)     34,488      12,240,565
                                                       -----------    -----------    --------     -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
   OPERATIONS ......................................   $(4,505,170)   $(2,326,030)   $ 48,176     $11,868,314
                                                       ===========    ===========    ========     ===========
<CAPTION>
                                                                     ASSET ALLOCATION SERIES:
                                                       ----------------------------------------------------  
                                                        ALLIANCE                                   MERRILL  
                                                        CONSERVA-                    ALLIANCE       LYNCH    
                                                         TIVE         EQ/PUTNAM       GROWTH        WORLD   
                                                        INVESTORS      BALANCED     INVESTORS     STRATEGY  
                                                          FUND          FUND           FUND         FUND    
                                                       ----------    -----------    -----------   --------- 
<S>                                                    <C>           <C>           <C>           <C>       
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts ....................   $1,373,189    $  593,087    $ 1,887,685   $  42,482
   Expenses (Note 3):
      Asset-based charges ..........................      387,733       194,358      1,064,812      31,672
                                                       ----------    ----------    -----------   ---------
NET INVESTMENT INCOME (LOSS) .......................      985,456       398,729        822,873      10,810
                                                       ----------    ----------    -----------   ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
   Realized gain (loss) on investments .............      568,518      (130,136)       736,026     (38,321)
   Realized gain distribution from the Trusts ......    2,571,769       355,759      9,800,094          --
                                                       ----------    ----------    -----------   ---------
NET REALIZED GAIN (LOSS) ...........................    3,140,287       225,623     10,536,120     (38,321)
                                                       ----------    ----------    -----------   ---------
   Unrealized appreciation (depreciation)
    on investments:
   Beginning of period .............................      482,745        73,582      1,685,711    (129,123)
   End of period ...................................      558,081     1,317,266      6,231,888      81,917
                                                       ----------    ----------    -----------   ---------
   Change in unrealized appreciation
    (depreciation)during the period ................       75,336     1,243,684      4,546,177     211,040
                                                       ----------    ----------    -----------   ---------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS .....................................    3,215,623     1,469,307     15,082,297     172,719
                                                       ----------    ----------    -----------   ---------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                                                     
   OPERATIONS ......................................   $4,201,079    $1,868,036    $15,905,170   $ 183,529
                                                       ==========    ==========    ===========   =========
</TABLE>
- -------------------
See Notes to Financial Statements.


                                      FS-8
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
                                                                            FIXED INCOME SERIES:
                                                                     ------------------------------- 
                                                                                ALLIANCE             
                                                                            MONEY MARKET FUND        
                                                                     ------------------------------- 
                                                                         1998               1997     
                                                                     ------------       ------------  
<S>                                                                  <C>                <C>           
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income.........................................    $  4,920,486       $  2,322,115 
   Net realized gain (loss)......................................         153,805             64,275 
   Change in unrealized appreciation (depreciation) of investments       (149,714)          (267,302)
                                                                     ------------       ------------  
   Net increase (decrease) in net assets from operations.........       4,924,577          2,119,088 
                                                                     ------------       ------------  
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions...............................................     216,826,115        137,532,670 
     Transfers from other Funds and Guaranteed Interest Rate                                          
       Account (Note 1)..........................................     113,746,706         55,819,439  
                                                                     ------------       ------------  
       Total.....................................................     330,572,821        193,352,109 
                                                                     ------------       ------------  
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions........................      10,986,665          1,577,365 
   Withdrawal and administrative charges.........................         230,600            618,083 
   Transfers to other Funds and Guaranteed Interest Rate                                              
     Account (Note 1)............................................     243,665,058        144,167,408  
                                                                     ------------       ------------  
     Total.......................................................     254,882,323        146,362,856 
                                                                     ------------       ------------  
   Net increase in net assets from Contractowners                                                     
     transactions................................................      75,690,498         46,989,253  
                                                                     ------------       ------------  
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE                                          
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5)...........................         (15,545)           (46,770)
                                                                     ------------       ------------  
INCREASE IN NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...........      80,599,530         49,061,571 
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                            
   BEGINNING OF PERIOD...........................................      81,358,361         32,296,790  
                                                                     ------------       ------------  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                            
   END OF PERIOD.................................................    $161,957,891       $ 81,358,361  
                                                                     ============       ============ 
<CAPTION>
                                                                         FIXED INCOME SERIES:
                                                                     ---------------------------  
                                                                        ALLIANCE INTERMEDIATE     
                                                                      GOVERNMENT SECURITIES FUND  
                                                                      --------------------------  
                                                                          1998           1997     
                                                                      -----------    -----------  
<S>                                                                   <C>            <C>          
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income.........................................     $   991,977    $   303,709  
   Net realized gain (loss)......................................         255,764         12,754  
   Change in unrealized appreciation (depreciation) of investments         76,717         58,654  
                                                                      -----------    -----------  
   Net increase (decrease) in net assets from operations.........       1,324,458        375,117  
                                                                      -----------    -----------  
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions...............................................      19,720,434      5,416,131  
     Transfers from other Funds and Guaranteed Interest Rate                                      
       Account (Note 1)..........................................      20,781,791      3,270,944  
                                                                      -----------    -----------  
       Total.....................................................      40,502,225      8,687,075  
                                                                      -----------    -----------  
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions........................       1,040,600        189,517  
   Withdrawal and administrative charges.........................          73,339        128,377  
   Transfers to other Funds and Guaranteed Interest Rate                                          
     Account (Note 1)............................................      12,745,544      1,145,902  
                                                                      -----------    -----------  
     Total.......................................................      13,859,483      1,463,796  
                                                                      -----------    -----------  
   Net increase in net assets from Contractowners                                                 
     transactions................................................      26,642,742      7,223,279  
                                                                      -----------    -----------  
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE                                      
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5)...........................          (6,113)       (12,130) 
                                                                      -----------    -----------  
INCREASE IN NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...........      27,961,087      7,586,266  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                        
   BEGINNING OF PERIOD...........................................      11,062,250      3,475,984  
                                                                      -----------    -----------  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                        
   END OF PERIOD.................................................     $39,023,337    $11,062,250  
                                                                     ============    ===========  
<CAPTION>
                                                                           FIXED INCOME SERIES:
                                                                     ------------------------------
                                                                                 ALLIANCE               
                                                                            HIGH YIELD FUND (a)         
                                                                      -----------------------------
                                                                          1998             1997
                                                                      ------------      -----------       
<S>                                                                   <C>               <C>               
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income.........................................     $  4,911,913      $   601,148
   Net realized gain (loss)......................................          252,443          783,323
   Change in unrealized appreciation (depreciation) of investments     (10,131,526)        (786,186)
                                                                      ------------      -----------       
   Net increase (decrease) in net assets from operations.........       (4,967,170)         598,285
                                                                      ------------      -----------       
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions...............................................       47,559,333       13,779,925
     Transfers from other Funds and Guaranteed Interest Rate                                              
       Account (Note 1)..........................................       47,655,636       22,095,921       
                                                                      ------------      -----------       
       Total.....................................................       95,214,969       35,875,846
                                                                      ------------      -----------       
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions........................        2,110,668          161,257
   Withdrawal and administrative charges.........................          128,063           45,545
   Transfers to other Funds and Guaranteed Interest Rate                                                  
     Account (Note 1)............................................       37,545,562       17,780,088       
                                                                      ------------      -----------       
     Total.......................................................       39,784,293       17,986,890
                                                                      ------------      -----------       
   Net increase in net assets from Contractowners                                                         
     transactions................................................       55,430,676       17,888,956       
                                                                      ------------      -----------       
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE                                              
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5)...........................           (8,801)          (5,902)
                                                                      ------------      -----------       
INCREASE IN NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ...........       50,454,705       18,481,339
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                                
   BEGINNING OF PERIOD...........................................       18,481,339               --       
                                                                      ------------      -----------       
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                                
   END OF PERIOD.................................................     $ 68,936,044      $18,481,339       
                                                                     =============     ============
</TABLE>
- -------------------
See Notes to Financial Statements.
(a)  Commenced operations on May 1, 1997.


                                      FS-9
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
                                                                EQUITY SERIES:                       
                                           -------------------------------------------------------   
                                             T. ROWE PRICE EQUITY            EQ/PUTNAM GROWTH &        
                                                 INCOME FUND (a)            INCOME VALUE FUND (a)        
                                           --------------------------    --------------------------   
                                               1998           1997           1998           1997     
                                           -----------     -----------   ------------   -----------
<S>                                        <C>            <C>            <C>            <C>        
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss)..........  $   477,292      $  78,818    $     50,421   $    21,273   
   Net realized gain (loss)..............    1,163,814         54,535         245,761        54,646   
   Change in unrealized appreciation                                                                 
     (depreciation) of investments.......    1,019,835        980,406       2,636,110       191,128   
                                           -----------    -----------    ------------   -----------
Net increase (decrease) in net                                                                       
     assets from operations..............    2,660,941      1,113,759       2,932,292       267,047   
                                           -----------    -----------    ------------   -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions.......................   26,813,091     13,813,772      22,432,656    10,975,199   
     Transfers from other Funds and        
       Guaranteed Interest Rate Account 
       (Note 1)..........................   10,252,099      4,356,204       6,980,421     3,217,543   
                                           -----------    -----------    ------------   -----------

       Total.............................   37,065,190     18,169,976      29,413,077    14,192,742   
                                           -----------    -----------    ------------   -----------

WITHDRAWAL AND TRANSFERS:
   Benefits and other policy
     transactions.........................   1,205,409         86,052       1,300,000        58,925   
   Withdrawal and administrative charges..     109,823         40,797          90,762        32,578   
   Transfers to other Funds and
     Guaranteed Interest                                                                             
     Rate Account (Note 1)................   3,039,300        183,349       3,822,075       180,506   
                                           -----------    -----------    ------------   -----------
     Total................................   4,354,532        310,198       5,212,837       272,009   
                                           -----------    -----------    ------------   -----------
   Net increase in net assets from
     Contractowners transactions..........  32,710,658     17,859,778      24,200,240    13,920,733  
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT NO. 45 (NOTE 5).......     (26,248)        (5,022)        (22,154)       (2,360)  
                                           -----------    -----------    ------------   -----------
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                               
   CONTRACTOWNERS.........................  35,345,351     18,968,515      27,110,378    14,185,420   
NET ASSETS ATTRIBUTABLE TO                                                                           
   CONTRACTOWNERS,                        
   BEGINNING OF PERIOD....................  18,968,515             --      14,185,420            --   
                                           -----------    -----------    ------------   -----------
 NET ASSETS ATTRIBUTABLE TO                                                                       
   CONTRACTOWNERS,                        
   END OF PERIOD.......................... $54,313,866    $18,968,515    $ 41,295,798   $14,185,420
                                           ===========    ===========    ============   ===========
<CAPTION>
                                                                     EQUITY SERIES:
                                            ------------------------------------------------------------- 
                                                     ALLIANCE             BT EQUITY          ALLIANCE        
                                                  GROWTH & INCOME         500 INDEX        EQUITY INDEX      
                                                       FUND                FUND (b)          FUND (a)         
                                            -------------------------    ----------    ------------------
                                               1998           1997          1998         1998       1997
                                            -----------    ----------    ----------    -------     ------ 
<S>                                         <C>            <C>           <C>           <C>         <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss)..........  $ (1,219,363)   $  (95,244)   $   51,021    $  (278)    $   187
   Net realized gain (loss)..............    18,247,337     6,014,564      (262,278)     5,337       1,392
   Change in unrealized appreciation
     (depreciation) of investments.......     9,624,663     4,852,142     5,380,743     57,300       4,722 
                                            -----------    ----------    ----------    -------      ------ 
Net increase (decrease) in net
     assets from operations..............    26,652,637    10,771,462     5,169,486     62,359       6,301 
                                            -----------    ----------    ----------    -------      ------ 
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions.......................    69,137,309    58,696,016    38,685,440     69,113      77,031
     Transfers from other Funds and
       Guaranteed Interest Rate 
       Account (Note 1)..................    25,662,665    16,269,895    24,595,843    198,702      15,328 
                                            -----------    ----------    ----------    -------      ------ 

       Total.............................   94,799,974     74,965,911    63,281,283    267,815      92,359
                                            -----------    ----------    ----------    -------      ------ 
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy               
     transactions.........................    5,922,537     1,455,357       533,098         --          -- 
   Withdrawal and administrative charges..      501,695       425,279        13,875        380          --
   Transfers to other Funds and            
     Guaranteed Interest                                                                                
     Rate Account (Note 1)................   14,167,225     4,907,606    10,862,244      4,913          -- 
                                            -----------    ----------    ----------    -------      ------ 
     Total................................   20,591,457     6,788,242    11,409,217      5,293          --
                                            -----------    ----------    ----------    -------      ------ 
   Net increase in net assets from         
     Contractowners transactions..........   74,208,517    68,177,669    51,872,066    262,522      92,359
NET (INCREASE) DECREASE IN AMOUNT          
   RETAINED BY EQUITABLE LIFE IN                                                                           
   SEPARATE ACCOUNT NO. 45 (NOTE 5).......     (101,665)      (94,285)      (17,776)    (1,961)     (1,142)
                                            -----------    ----------    ----------    -------      ------ 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                     
   CONTRACTOWNERS.........................  100,759,489    78,854,846    57,023,776    322,920      97,518 
NET ASSETS ATTRIBUTABLE TO                                                                                 
   CONTRACTOWNERS,
   BEGINNING OF PERIOD....................   93,880,774    15,025,928           --      97,518          -- 
                                            -----------    ----------    ----------    -------      ------ 
 NET ASSETS ATTRIBUTABLE TO                                                                                
   CONTRACTOWNERS,
   END OF PERIOD..........................  $194,640,263   $93,880,774   $57,023,776   $420,438    $97,518 
                                            ============   ===========   ===========   ========    =======
</TABLE>
- -------------------
See Notes to Financial Statements.
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on January 1, 1998.


                                     FS-10
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>

                                                                          EQUITY SERIES (CONTINUED):
                                                         ---------------------------------------------------------  
                                                               MERRILL LYNCH                   ALLIANCE             
                                                                BASIC VALUE                     COMMON              
                                                              EQUITY FUND (a)                  STOCK FUND           
                                                         --------------------------   ----------------------------  
                                                             1998           1997          1998            1997      
                                                         -----------     ----------   ------------    ------------  
<S>                                                      <C>            <C>           <C>             <C>           
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
                                                  
   Net investment income (loss).....................      $  107,220    $    20,510   $ (3,021,251)   $ (1,209,624) 
   Net realized gain (loss).........................       1,132,014         47,779     89,425,586      27,433,324  
   Change in unrealized appreciation (depreciation)                                                                 
     of investments.................................          62,716        (64,333)    35,647,677      22,094,993  
                                                         -----------    -----------   ------------    ------------  
 Net increase (decrease) in net assets from operations     1,301,950          3,956    122,052,012      48,318,693  
                                                         -----------    -----------   ------------    ------------  
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions..................................      24,093,025      8,075,199    222,706,977     175,880,351  
     Transfers from other Funds and Guaranteed                                                                      
       Interest Rate Account (Note 1)...............       9,221,650      1,941,071     88,116,261      61,077,537  
                                                         -----------    -----------   ------------    ------------  
     Total..........................................      33,314,675     10,016,270    310,823,238     236,957,888  
                                                         -----------    -----------   ------------    ------------  
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions...........         967,509          9,691     20,666,466       4,271,079  
   Withdrawal and administrative charges............          69,854         17,792      1,652,840       1,459,175  
   Transfers to other Funds and Guaranteed Interest                                                                 
     Rate Account (Note 1)..........................       3,287,976        137,464     56,065,697      35,438,036  
                                                         -----------    -----------   ------------    ------------  
   Total..........................................         4,325,339        164,947     78,385,003      41,168,290  
                                                         -----------    -----------   ------------    ------------  
 Net increase in net assets from Contractowners                                                                   
     transactions...................................      28,989,336      9,851,323    232,438,235     195,789,598  
                                                         -----------    -----------   ------------    ------------  
NET  (INCREASE) DECREASE IN AMOUNT RETAINED BY                                                                      
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5)        (15,592)          (839)      (298,491)       (305,436) 
                                                         -----------    -----------   ------------    ------------  
                                                         
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                              
   CONTRACTOWNERS...................................      30,275,694      9,854,440    354,191,756     243,802,855  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                                          
   BEGINNING OF PERIOD..............................       9,854,440             --    319,309,650      75,506,795  
                                                         -----------    -----------   ------------    ------------  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,              
   END OF PERIOD....................................     $40,130,134    $ 9,854,440   $673,501,406    $319,309,650  
                                                         ===========    ===========   ============    ============  
<CAPTION>
                                                                       EQUITY SERIES (CONTINUED):
                                                         ------------------------------------------------------ 
                                                                                                                
                                                               MFS RESEARCH                  ALLIANCE           
                                                                 FUND (a)                   GLOBAL FUND         
                                                         -------------------------   --------------------------
                                                             1998          1997          1998           1997
                                                         -----------   -----------   -----------    ----------- 
<S>                                                      <C>           <C>           <C>            <C>        
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
                                                  
   Net investment income (loss).....................      $ (176,421)  $   (15,339)  $     8,431    $   328,372
   Net realized gain (loss).........................          60,560       101,923     4,892,874      2,837,865
   Change in unrealized appreciation (depreciation)                                                            
     of investments.................................       6,189,909        37,510     4,483,702      (443,882)
                                                         -----------   -----------   -----------    -----------
 Net increase (decrease) in net assets from operations     6,074,048       124,094     9,385,007      2,722,355
                                                         -----------   -----------   -----------    -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions..................................      28,178,818     9,502,168    20,084,493     20,384,580
     Transfers from other Funds and Guaranteed            
       Interest Rate Account (Note 1)...............      10,528,629     2,602,553     7,177,452      7,792,945
                                                         -----------   -----------   -----------    -----------
     Total..........................................      38,707,447    12,104,721    27,261,945     28,177,525
                                                         -----------   -----------   -----------    -----------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions...........       1,059,377        28,630     1,765,622        621,118
   Withdrawal and administrative charges............          74,772        23,738       190,033        155,169
   Transfers to other Funds and Guaranteed Interest                                                            
     Rate Account (Note 1)..........................       2,504,801       209,610     6,748,641      6,961,429
                                                         -----------   -----------   -----------    -----------
   Total..........................................         3,638,950       261,978     8,704,296      7,737,716
                                                         -----------   -----------   -----------    -----------
 Net increase in net assets from Contractowners          
     transactions...................................      35,068,497    11,842,743    18,557,649     20,439,809
                                                         -----------   -----------   -----------    -----------
NET  (INCREASE) DECREASE IN AMOUNT RETAINED BY                                                                 
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5)        (23,737)       (2,051)      (44,868)       (28,799)
                                                         -----------   -----------   -----------    -----------
                                                         
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                         
   CONTRACTOWNERS...................................      41,118,808     11,964,786   27,897,788     23,133,365
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                                     
   BEGINNING OF PERIOD..............................      11,964,786            --    38,509,669     15,376,304
                                                         -----------   -----------   -----------    -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,              
   END OF PERIOD....................................     $53,083,594   $11,964,786   $66,407,457    $38,509,669
                                                         ===========   ===========   ===========    ===========
</TABLE>
- -------------------
See Notes to Financial Statements.
(a)  Commenced operations on May 1, 1997.


                                     FS-11
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>

                                                                       EQUITY SERIES (CONTINUED):
                                            ----------------------------------------------------------------------
                                                                            BT                                    
                                                                          INTER-                                  
                                                                         NATIONAL                                 
                                                                          EQUITY             T. ROWE PRICE        
                                                     ALLIANCE              INDEX              INTERNATIONAL       
                                                   INTERNATIONAL           FUND                  STOCK             
                                                       FUND               1998 (c)               FUND (a)         
                                             -------------------------   ----------    -------------------------  
                                                1998          1997         1998           1998          1997      
                                             -----------   -----------   ----------    -----------   -----------  
<S>                                          <C>           <C>           <C>           <C>           <C>          
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
                                             
   Net investment income..................  $    124,474   $   288,466   $   44,049     $   27,593   $   (45,798) 
   Net realized gain (loss)...............    (1,563,034)    1,093,826      (38,281)        74,184       (53,503) 
   Change in unrealized appreciation                                                                              
     (depreciation) of investments........     3,065,364    (2,169,239)     284,441      2,072,942      (576,978) 
                                             -----------   -----------   ----------    -----------   -----------  
Net increase (decrease) in net                                                                                    
     assets from                               
     operations...........................     1,626,804      (786,947)     290,209      2,174,719      (676,279) 
                                             -----------   -----------   ----------    -----------   -----------  
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions........................     4,384,851     9,574,522    3,655,757     13,036,180     9,658,570  
     Transfers from other Funds and           
       Guaranteed Interest Rate Account                                                                           
       (Note 1)...........................    44,058,459    18,180,472    2,070,284     10,402,147     5,113,170  
                                             -----------   -----------   ----------    -----------   -----------  
Total.....................................    48,443,310    27,754,994    5,726,041     23,438,327    14,771,740  
                                             -----------   -----------   ----------    -----------   -----------  

WITHDRAWAL AND TRANSFERS:
   Benefits and other policy                   
     transactions.........................       810,093       341,327       22,805        754,896        37,224  
   Withdrawal and administrative charges..        82,131        97,083        2,573         64,687        22,024  
   Transfers to other Funds and              
     Guaranteed Interest Rate Account 
     (Note 1).............................    45,566,819    18,593,662      642,046      7,759,247     1,416,476  
                                             -----------   -----------   ----------    -----------   -----------  
  Total...................................    46,459,043    19,032,072      667,424      8,578,830     1,475,724  
                                             -----------   -----------   ----------    -----------   -----------  
Net increase in net assets from               
     Contractowners transactions..........     1,984,267     8,722,922    5,058,617     14,859,497    13,296,016  
                                             -----------   -----------   ----------    -----------   -----------  
NET  (INCREASE) DECREASE IN AMOUNT                                                                                
   RETAINED BY EQUITABLE LIFE IN                                                                                  
   SEPARATE ACCOUNT                                                                                               
   NO. 45 (NOTE 5)........................      (15,805)       (36,637)      (1,814)       (18,463)       (3,030) 
                                             -----------   -----------   ----------    -----------   -----------  
                                                                                                                  
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                            
   CONTRACTOWNERS.........................     3,595,266     7,899,338    5,347,012     17,015,753    12,616,707  
NET ASSETS ATTRIBUTABLE TO                                                                                        
   CONTRACTOWNERS,                            
   BEGINNING OF PERIOD....................    16,483,342     8,584,004           --     12,616,707            --  
                                             -----------   -----------   ----------    -----------   -----------  
NET ASSETS ATTRIBUTABLE TO                                                                                        
   CONTRACTOWNERS,                          
   END OF PERIOD..........................   $20,078,608   $16,483,342   $5,347,012    $29,632,460   $12,616,707  
                                            ============  ============  ===========   ============  ============  
<CAPTION>

                                                              EQUITY SERIES (CONTINUED):
                                            -------------------------------------------------------  
                                                   MORGAN STANLEY                                     
                                                   EMERGING MARKETS               ALLIANCE            
                                                      EQUITY                  AGGRESSIVE STOCK        
                                                     FUND (b)                       FUND              
                                             ------------------------- ----------------------------
                                                1998          1997         1998            1997
                                             -----------   ----------- -------------   ------------
<S>                                          <C>           <C>          <C>            <C>         
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
                                            
   Net investment income..................   $   (19,381)  $     1,234  $   (951,147)  $   (880,189)
   Net realized gain (loss)...............      (337,130)      (26,406)    5,719,000      9,879,526
   Change in unrealized appreciation                                                                 
     (depreciation) of investments........      (770,143)     (238,282)   (6,727,068)    (1,686,216)
                                             -----------   -----------  ------------   ------------  
Net increase (decrease) in net                                                                     
     assets from                            
     operations...........................    (1,126,654)     (263,454)   (1,959,215)     7,313,121  
                                             -----------   -----------  ------------   ------------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions........................     2,708,321     1,617,148    45,526,795     66,019,813
     Transfers from other Funds and         
       Guaranteed Interest Rate Account                                                              
       (Note 1)...........................     1,357,280       889,247    12,684,235     17,726,363  
                                             -----------   -----------  ------------   ------------  
Total.....................................     4,065,601     2,506,395    58,211,030     83,746,176
                                             -----------   -----------  ------------   ------------  

WITHDRAWAL AND TRANSFERS:
   Benefits and other policy                
     transactions.........................        59,492            --     5,047,753      1,854,804  
   Withdrawal and administrative charges..         7,737           394       540,786        482,491
   Transfers to other Funds and             
     Guaranteed Interest Rate Account 
     (Note 1).............................       857,518         2,488    20,928,020     11,669,668  
                                             -----------   -----------  ------------   ------------  
  Total...................................       924,747         2,882    26,516,559     14,006,963
                                             -----------   -----------  ------------   ------------  
Net increase in net assets from             
     Contractowners transactions..........     3,140,854     2,503,513    31,694,471     69,739,213  
                                             -----------   -----------  ------------   ------------
NET  (INCREASE) DECREASE IN AMOUNT                                                                   
   RETAINED BY EQUITABLE LIFE IN                                                                     
   SEPARATE ACCOUNT                                                                                
   NO. 45 (NOTE 5)........................        10,524          (966)       35,035       (111,908)
                                             -----------   -----------  ------------   -------------

INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS.........................     2,024,724     2,239,093    29,770,291     76,940,426  
NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS,
   BEGINNING OF PERIOD....................     2,239,093            --   117,827,678     40,887,252  
                                             -----------   -----------  ------------   -------------
NET ASSETS ATTRIBUTABLE TO                                                                           
   CONTRACTOWNERS,
   END OF PERIOD..........................   $ 4,263,817   $ 2,239,093  $147,597,969   $117,827,678
                                             ===========   ===========  ============   ============
</TABLE>
- -------------------
See Notes to Financial Statements.
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on August 20, 1997.
(c)  Commenced operations on January 1, 1998.


                                     FS-12
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
                                                                     EQUITY SERIES (CONCLUDED):                
                                                     --------------------------------------------------------  
                                                                                                               
                                                         WARBURG PINCUS SMALL               ALLIANCE           
                                                            COMPANY VALUE               SMALL CAP GROWTH       
                                                               FUND (a)                     FUND (a)           
                                                     ---------------------------  ---------------------------  
                                                         1998            1997         1998            1997     
                                                     ------------    -----------   -----------    -----------  
<S>                                                   <C>           <C>            <C>            <C> 
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income.........................    $  (183,087)   $   (64,437)  $  (335,489)   $   (49,856) 
   Net realized gain (loss)......................       (395,526)       338,068      (513,118)       440,546  
   Change in unrealized appreciation                                                                          
     (depreciation) of investments...............     (3,926,557)      (300,436)   (1,477,423)      (344,436) 
                                                     -----------    -----------   -----------    -----------  
   Net increase (decrease) in net assets from                                                                 
     operations..................................     (4,505,170)       (26,805)   (2,326,030)        46,254  
                                                     -----------    -----------   -----------    -----------  
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions...............................     17,316,209     17,791,841    22,333,800     12,116,331  
     Transfers from other Funds and Guaranteed                                                                
       Interest Rate Account (Note 1)............     10,231,935     11,695,862    10,827,569      5,602,864  
                                                     -----------    -----------   -----------    -----------  
Total............................................     27,548,144     29,487,703    33,161,369     17,719,195  
                                                     -----------    -----------   -----------    -----------  

WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions........      1,086,279        134,692     1,022,179         20,842  
   Withdrawal and administrative charges.........        103,922         23,284        78,365          8,570  
   Transfers to other Funds and Guaranteed                                                                    
     Interest Rate Account (Note 1)..............      9,358,044      4,520,417     5,823,960      1,504,600  
                                                     -----------    -----------   -----------    -----------  
Total............................................     10,548,245      4,678,393     6,924,504      1,534,012  
                                                     -----------    -----------   -----------    -----------  
Net increase in net assets from Contractowners                                                                
   transactions..................................     16,999,899     24,809,310    26,236,865     16,185,183  
                                                     -----------    -----------   -----------    -----------  
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY                                                                 
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45                                                                  
   (NOTE 5)......................................        (17,047)       (10,579)      106,435         (3,378) 
                                                     -----------    -----------   -----------    -----------  
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                        
   CONTRACTOWNERS................................     12,477,682     24,771,926    24,017,270     16,228,059  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                                    
   BEGINNING OF PERIOD...........................     24,771,926             --    16,228,059             --  
                                                     -----------    -----------   -----------    -----------  
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                            
   END OF PERIOD.................................    $37,249,608    $24,771,926   $40,245,329    $16,228,059  
                                                     ===========    ===========   ===========    ===========  

<CAPTION>
                                                             EQUITY SERIES (CONCLUDED):
                                                      ---------------------------------------- 
                                                       BT SMALL                                
                                                       COMPANY          MFS EMERGING GROWTH     
                                                         INDEX               COMPANIES          
                                                       FUND (b)               FUND (a)          
                                                      ----------   ---------------------------
                                                         1998          1998           1997
                                                      ----------    -----------    ----------- 
<S>                                                   <C>           <C>            <C>         
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income.........................      $  13,688   $   (372,251)   $   (15,821)
   Net realized gain (loss)......................         15,103        163,114        327,209
   Change in unrealized appreciation                                                           
     (depreciation) of investments...............         19,385     12,077,451       (259,194)
                                                      ----------    -----------    ----------- 
   Net increase (decrease) in net assets from                                                  
     operations..................................         48,176     11,868,314         52,194 
                                                      ----------    -----------    ----------- 
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
     Contributions...............................      4,131,338     40,723,333      9,607,211
     Transfers from other Funds and Guaranteed         
       Interest Rate Account (Note 1)............      1,311,488      16,938,315      3,864,604 
                                                      ----------    -----------    ----------- 
Total............................................      5,442,826     57,661,648     13,471,815
                                                      ----------    -----------    ----------- 

WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions........         21,074      1,543,076         45,537
   Withdrawal and administrative charges.........          1,781         76,137         14,345
   Transfers to other Funds and Guaranteed                                                     
     Interest Rate Account (Note 1)..............        375,472      6,249,256      1,527,808 
                                                      ----------    -----------    ----------- 
Total............................................        398,327      7,868,469      1,587,690
                                                      ----------    -----------    ----------- 

Net increase in net assets from Contractowners        
   transactions..................................      5,044,499     49,793,179     11,884,125 
                                                      ----------    -----------    ----------- 
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY                                                  
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45                                                  
   (NOTE 5)......................................         (1,162)       (31,251)        (1,959)
                                                      ----------    -----------    ----------- 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                         
   CONTRACTOWNERS................................      5,091,513     61,630,242     11,934,360 
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,                                                     
   BEGINNING OF PERIOD...........................             --     11,934,360             -- 
                                                      ----------    -----------    ----------- 
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,           
   END OF PERIOD.................................     $5,091,513    $73,564,602    $11,934,360 
                                                      ==========   ============    ===========
</TABLE>
- -------------------
See Notes to Financial Statements.
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on January 1, 1998.


                                     FS-13
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
                                                                         ASSET ALLOCATION SERIES:                 
                                                        -------------------------------------------------------   
                                                                 ALLIANCE                                         
                                                               CONSERVATIVE                   EQ/PUTNAM           
                                                              INVESTORS FUND               BALANCED FUND (a)      
                                                        ---------------------------    ------------------------   
                                                            1998           1997           1998          1997      
                                                        -----------     -----------    -----------   ----------   
<S>                                                     <C>             <C>            <C>           <C>          
INCREASE (DECREASE) IN NET ASSETS:                                                                  
FROM OPERATIONS:                                                                                   
   Net investment income.............................   $   985,456     $   481,754    $   398,729   $   51,548   
   Net realized gain (loss)..........................     3,140,287         687,695        225,623       45,528   
   Change in unrealized appreciation (depreciation)                                                               
     of investments..................................        75,336         478,094      1,243,684       73,582   
                                                        -----------     -----------    -----------   ----------   
   Net increase (decrease) in net assets from                                                                     
     operations......................................     4,201,079       1,647,543      1,868,036      170,658   
                                                        -----------     -----------    -----------   ----------   
FROM CONTRACTOWNERS TRANSACTIONS:                                     
   Contributions and Transfers:
     Contributions...................................    21,651,343      10,862,780     20,768,914    4,294,496   
     Transfers from other Funds and Guaranteed                                                                    
       Interest Rate Account (Note 1)................    13,282,997       3,151,066      9,211,559    1,721,220   
                                                        -----------     -----------    -----------   ----------   
       Total.........................................    34,934,340      14,013,846     29,980,473    6,015,716   
                                                        -----------     -----------    -----------   ----------   
WITHDRAWAL AND TRANSFERS:                                                            
   Benefits and other policy transactions............     1,883,884         567,547        567,437       17,533   
   Withdrawal and administrative charges.............       117,513         138,461         42,998       15,293   
   Transfers to other Funds and Guaranteed                                                                        
     Interest Rate Account (Note 1)..................     7,120,635       1,428,179      2,636,967      120,099   
                                                        -----------     -----------    -----------   ----------   
     Total...........................................     9,122,032       2,134,187      3,247,402      152,925   
                                                        -----------     -----------    -----------   ----------   
   Net increase in net assets from Contractowners                                                                 
     transactions....................................    25,812,308      11,879,659     26,733,071    5,862,791   
                                                        -----------     -----------    -----------   ----------   
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY                                                                     
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5)       (26,353)        (57,026)       (13,517)        (483)  
                                                        -----------     -----------    -----------   ----------   
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                            
   CONTRACTOWNERS....................................    29,987,034      13,470,176     28,587,590     6,032,966   
NET ASSETS ATTRIBUTABLE TO                                                                                        
   CONTRACTOWNERS, BEGINNING OF PERIOD...............    21,328,458       7,858,282      6,032,966           --   
                                                        -----------     -----------    -----------   ----------   
NET ASSETS ATTRIBUTABLE TO                                
   CONTRACTOWNERS, END OF PERIOD.....................   $51,315,492     $21,328,458    $34,620,556   $6,032,966   
                                                        ===========     ===========    ===========   ==========   
<CAPTION>
                                                                          ASSET ALLOCATION SERIES:
                                                         -------------------------------------------------------
                                                                   ALLIANCE               
                                                                   GROWTH                 MERRILL LYNCH WORLD
                                                                INVESTORS FUND              STRATEGY FUND (a)
                                                         ---------------------------    ------------------------
                                                             1998           1997           1998          1997
                                                         ------------    -----------    ----------    ---------- 
<S>                                                      <C>             <C>            <C>           <C>        
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income.............................    $    822,873    $   736,541    $   10,810    $    2,974
   Net realized gain (loss)..........................      10,536,120      3,620,598       (38,321)       24,219
   Change in unrealized appreciation (depreciation)                                                              
     of investments..................................       4,546,177      1,844,488       211,040      (129,123)
                                                         ------------    -----------    ----------    ---------- 
   Net increase (decrease) in net assets from                                                                   
     operations......................................      15,905,170      6,201,627       183,529      (101,930)
                                                         ------------    -----------    ----------    ---------- 
FROM CONTRACTOWNERS TRANSACTIONS:                        
   Contributions and Transfers:
     Contributions...................................      44,347,044     32,084,069     2,756,653     2,043,811
     Transfers from other Funds and Guaranteed                                                                   
       Interest Rate Account (Note 1)................      13,494,160      7,981,423     1,208,993       561,601 
                                                         ------------    -----------    ----------    ---------- 
       Total.........................................      57,841,204     40,065,492     3,965,646     2,605,412 
                                                         ------------    -----------    ----------    ---------- 
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions............       3,711,360      1,014,211       125,335         3,514
   Withdrawal and administrative charges.............         325,958        421,582        13,717         2,597
   Transfers to other Funds and Guaranteed                                                                       
     Interest Rate Account (Note 1)..................       9,119,743      2,744,848       463,447        84,455 
                                                         ------------    -----------    ----------    ---------- 
     Total...........................................      13,157,061      4,180,641       602,499        90,566
                                                         ------------    -----------    ----------    ---------- 
   Net increase in net assets from Contractowners                                                                
     transactions....................................      44,684,143     35,884,851     3,363,147     2,514,846 
                                                         ------------    -----------    ----------    ---------- 
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY                                                                    
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5)         (93,008)      (111,839)      (17,508)         (121)
                                                         ------------    -----------    ----------    ---------- 
INCREASE IN NET ASSETS ATTRIBUTABLE TO                                                                           
   CONTRACTOWNERS....................................      60,496,305     41,974,639     3,529,168     2,412,795 
NET ASSETS ATTRIBUTABLE TO                                                                                       
   CONTRACTOWNERS, BEGINNING OF PERIOD...............      65,983,034     24,008,395     2,412,795            -- 
                                                         ------------    -----------    ----------    ---------- 
NET ASSETS ATTRIBUTABLE TO                              
   CONTRACTOWNERS, END OF PERIOD.....................    $126,479,339    $65,983,034    $5,941,963    $2,412,795 
                                                         ============    ===========    ==========    ========== 
</TABLE>
- -------------------
See Notes to Financial Statements.
(a)  Commenced operations on May 1, 1997.


                                     FS-14
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

1.   General

     The Equitable Life Assurance Society of the United States (Equitable Life)
     Separate Account No. 45 (the Account) is organized as a unit investment
     trust, a type of investment company, and is registered with the Securities
     and Exchange Commission under the Investment Company Act of 1940 (the 1940
     Act). Alliance Capital Management L.P., an indirect majority owned
     subsidiary of Equitable Life, manages The Hudson River Trust (HRT) and is 
     the investment adviser for all of the investment funds of HRT. EQ Financial
     Consultants, Inc., ("EQFC") is a wholly owned subsidiary of Equitable Life.
     EQFC manages the EQ Advisors Trust (EQAT) and has overall responsibility
     for general management and administration of EQAT. The Account consists of
     25 investment funds (Funds): Alliance Money Market Fund, Alliance
     Intermediate Government Securities Fund, Alliance High Yield Fund, T. Rowe
     Price Equity Income Fund, EQ/Putnam Growth & Income Value Fund, Alliance
     Growth & Income Fund, BT Equity 500 Index Fund, Alliance Equity Index Fund,
     Merrill Lynch Basic Value Equity Fund, Alliance Common Stock Fund, MFS
     Research Fund, Alliance Global Fund, Alliance International Fund, BT
     International Equity Index Fund, T. Rowe Price International Stock Fund,
     Morgan Stanley Emerging Markets Equity Fund, Alliance Aggressive Stock
     Fund, Warburg Pincus Small Company Value Fund, Alliance Small Cap Growth
     Fund, BT Small Company Index Fund, MFS Emerging Growth Companies Fund,
     Alliance Conservative Investors Fund, EQ/Putnam Balanced Fund, Alliance
     Growth Investors Fund and Merrill Lynch World Strategy Fund. The assets in
     each Fund are invested in shares of a corresponding portfolio (Portfolio)
     of a mutual fund, Class 1A and 1B shares of HRT or Class 1B shares of EQAT
     (collectively, the "Trusts"). Class 1A and 1B shares are offered by the
     Trusts at net asset value. Both classes of shares are subject to fees for
     investment management and advisory services and other Trust expenses. Class
     1B shares are subject to distribution fees imposed under a distribution
     plan (herein the "Rule 12b-1 Plans") adopted pursuant to Rule 12b-1 under
     the 1940 Act, as amended. The Rule 12b-1 Plans provide that the Trusts, on
     behalf of each Fund, may charge annually up to 0.25% of the average daily
     net assets of a Fund attributable to its Class 1B shares in respect of
     activities primarily intended to result in the sale of the Class 1B shares.
     These fees are reflected in the net asset value of the shares. Class 1A
     shares of HRT continue to be purchased by contracts in-force prior to May
     1, 1997. The Trusts are open-ended, diversified management investment
     companies that sell their shares to separate accounts of insurance
     companies. Each Portfolio has separate investment objectives.

     EQFC earns fees from both Trusts under distribution agreements held with
     the Trusts. EQFC also earns fees under an investment management agreement
     with EQAT. Alliance earns fees under an investment advisory agreement
     with the HRT.

     The Account is used to fund benefits for the Equitable Accumulator and
     Income Manager Accumulator non-qualified deferred variable annuities which
     combine the portfolios in the Account with guaranteed fixed rate options,
     and the Equitable Accumulator IRA and Income Manager Accumulator IRA, which
     offer the same investment options as Equitable Accumulator and Income
     Manager Accumulator for the non-qualified market. The Equitable Accumulator
     and Income Manager Accumulator are also available for purchase by certain
     types of qualified plans. The Equitable Accumulator (IRA, NQ and QP) and
     Income Manager Accumulator (IRA, NQ and QP), collectively referred to as
     the Contracts, are offered under group and individual variable annuity
     forms.

     All Contracts are issued by Equitable Life. The assets of the Account are
     the property of Equitable Life. However, the portion of the Account's
     assets attributable to the Contracts will not be chargeable with
     liabilities arising out of any other business Equitable Life may conduct.

     Receivable/Payable for policy-related transactions represent amounts due
     to/from general account predominately related to premiums, surrenders and
     death benefit.

     Contractowners may allocate amounts in their individual accounts to the
     Funds of the Account, and/or to the guaranteed interest account of
     Equitable Life's General Account, and/or to other Separate Accounts. The
     net assets of any Fund of the Account may not be less than the aggregate of
     the Contractowners' accounts allocated to that Fund. Additional assets are
     set aside in Equitable Life's General Account to provide for other policy
     benefits, as required under the state insurance law. Equitable Life's
     General Account is subject to creditor rights.

     Included in the Withdrawal and Administrative Charges line of the
     Statements of Changes in Net Assets are certain administrative charges
     which are deducted from the Contractowners account value.


                                     FS-15
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 1998

2.   Significant Accounting Policies

     The accompanying financial statements are prepared in conformity with
     generally accepted accounting principles (GAAP). The preparation of
     financial statements in conformity with GAAP requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the financial statements and the reported amounts of revenues and
     expenses during the reporting period. Actual results could differ from
     those estimates.

     Investments are made in shares of the Trust and are valued at the net asset
     values per share of the respective Portfolios. The net asset value is
     determined by the Trust using the market or fair value of the underlying
     assets of the Portfolio less liabilities.

     Investment transactions in the Trusts are recorded on the trade date.
     Realized gains and losses include (1) gains and losses on redemptions of
     the Trust's shares (determined on the identified cost basis) and (2) Trust
     distributions representing the net realized gains on Trust investment
     transactions which are distributed by the Trusts at the end of each year
     and automatically reinvested in additional shares. Dividends are recorded
     by HRT at the end of each quarter and by EQAT in the fourth quarter on the
     ex-dividend date. Capital gains are distributed by the Trust at the end of
     each year.

     No federal income tax based on net income or realized and unrealized
     capital gains is currently applicable to Contracts participating in the
     Account by reason of applicable provisions of the Internal Revenue Code and
     no federal income tax payable by Equitable Life is expected to affect the
     unit value of Contracts participating in the Account. Accordingly, no
     provision for income taxes is required. However, Equitable Life retains the
     right to charge for any federal income tax incurred which is attributable
     to the Account if the law is changed.

3.   Asset Charges

     Charges are made directly against the net assets of the Account and are
     reflected daily in the computation of the unit values of the Contracts.
     Under the Contracts, Equitable Life charges for mortality and expense risks
     at an annual rate of 1.10% of daily net assets for Equitable Accumulator
     Contracts (0.90% for Income Manager Accumulator Contracts). In addition,
     asset-based administrative charges are also charged to the account at an
     annual rate of 0.25% of daily net assets. The charges may be retained in
     the Account by Equitable Life and participate in the net investment results
     of the Trusts. The aggregate of these charges may not exceed a total
     effective annual rate of 1.35% for Equitable Accumulator (1.15% for Income
     Manager Accumulator). Trust shares are valued at their net asset value with
     investment advisory or management fees, the 12b-1 fee, and other expenses
     of the Trust, in effect, passed on to the Account and reflected in the
     accumulation unit values of the Contracts.

4.   Contributions, Transfers and Charges

     Net accumulation units issued and redeemed during the periods indicated
     were:

                                                 DECEMBER 31,     DECEMBER 31,
                                                     1998             1997
                                                --------------   --------------
     ALLIANCE MONEY MARKET FUND                              (IN THOUSANDS)  
     --------------------------                              --------------  
       Net Issued (Redeemed) Class A 115bp ..........      (89)         (374)
       Net Issued (Redeemed) Class B 0bp ............      853         1,178
       Net Issued (Redeemed) Class B 115bp ..........      399           794
       Net Issued (Redeemed) Class B 135bp ..........    1,566            --
                                                                   
ALLIANCE INTERMEDIATE  GOVERNMENT  SECURITIES FUND 
- -------------------------------------------------- 

       Net Issued (Redeemed) Class A 115bp ..........      111           161 
       Net Issued (Redeemed) Class B 115bp ..........      734           345 
       Net Issued (Redeemed) Class B 135bp ..........      928            --


                                     FS-16
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

4.   Contributions, Transfers and Charges (Continued)

     Net accumulation units issued and redeemed during the periods indicated
     were:

                                           DECEMBER 31,     DECEMBER 31,
                                              1998             1997
                                         --------------   --------------
     ALLIANCE HIGH YIELD FUND (a)                  (IN THOUSANDS)
     ----------------------------
                                         
       Net Issued (Redeemed) Class A 115bp.....    75          98
       Net Issued (Redeemed) Class B 115bp.....   946         505
       Net Issued (Redeemed) Class B 135bp.....   801          --
                                                      
     T. ROWE PRICE EQUITY INCOME FUND (a)                  
     ------------------------------------                  
                                                      
       Net Issued (Redeemed) Class B 115bp..... 1,537       1,565
       Net Issued (Redeemed) Class B 135bp..... 1,059          --
                                                      
     EQ/PUTNAM GROWTH & INCOME FUND (a)                    
     ----------------------------------                    
                                                      
       Net Issued (Redeemed) Class B 115bp..... 1,117       1,230
       Net Issued (Redeemed) Class B 135bp.....   867          --
                                                      
     ALLIANCE GROWTH & INCOME FUND                         
     -----------------------------                         
                                                      
       Net Issued (Redeemed) Class A 115bp.....    48       2,377
       Net Issued (Redeemed) Class B 115bp..... 2,016       1,829
       Net Issued (Redeemed) Class B 135bp..... 1,854          --
                                                      
     BT EQUITY 500 INDEX  (c)                              
     ------------------------                              
                                                      
       Net Issued (Redeemed) Class B 115bp..... 2,189          --
       Net Issued (Redeemed) Class B 135bp..... 2,246          --
                                                      
     ALLIANCE EQUITY INDEX FUND (a)                        
     ------------------------------                        
                                                      
       Net Issued (Redeemed) Class A 115bp.....    --          --
       Net Issued (Redeemed) Class B 115bp.....     9           5
       Net Issued (Redeemed) Class B 135bp.....     2          --
                                                      
     MERRILL LYNCH BASIC VALUE FUND (a)                    
     ----------------------------------                    
                                                      
       Net Issued (Redeemed) Class B 115bp..... 1,278         849
       Net Issued (Redeemed) Class B 135bp..... 1,010          --
                                                      
     ALLIANCE COMMON STOCK FUND                            
     --------------------------                            
                                                      
       Net Issued (Redeemed) Class A 115bp.....   (35)        620
       Net Issued (Redeemed) Class B 115bp.....   582         519
       Net Issued (Redeemed) Class B 135bp.....   550          --
                                                      
- ----------                                                         
(a)  Commenced operations on May 1, 1997.                      
(b)  Commenced operations on August 20, 1997.                  
(c)  Commenced operations on January 1, 1998.                  


                                     FS-17                   
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

4.   Contributions, Transfers and Charges (Continued)

     Net accumulation units issued and redeemed during the periods indicated
     were:

                                                DECEMBER 31,   DECEMBER 31,
                                                    1998           1997
                                               -------------  -------------
     MFS RESEARCH FUND (a)                              (IN THOUSANDS)
     ---------------------

       Net Issued (Redeemed) Class B 115bp ....    1,244            1,039
       Net Issued (Redeemed) Class B 135bp ....    1,479               --
                                                            
     ALLIANCE GLOBAL FUND                                        
     --------------------                                        

       Net Issued (Redeemed) Class A 115bp ....     (103)             444
       Net Issued (Redeemed) Class B 115bp ....      360              308
       Net Issued (Redeemed) Class B 135bp ....      354               --
                                                            
     ALLIANCE INTERNATIONAL FUND                                 
     ---------------------------                                 

       Net Issued (Redeemed) Class A 115bp ....     (150)             438
       Net Issued (Redeemed) Class B 115bp ....      153              285
       Net Issued (Redeemed) Class B 135bp ....      166               --
                                                            
     BT INTERNATIONAL EQUITY INDEX (c)                           
     ---------------------------------                           

       Net Issued (Redeemed) Class B 115bp ....      209               --
       Net Issued (Redeemed) Class B 135bp ....      242               --
                                                            
     T. ROWE PRICE INTERNATIONAL STOCK FUND (a)                  
     ------------------------------------------                  

       Net Issued (Redeemed) Class B 115bp ....      704            1,291
       Net Issued (Redeemed) Class B 113bp ....      705               --
                                                            
     MORGAN STANLEY EMERGING MARKETS FUND (b)                    
     ----------------------------------------                    

       Net Issued (Redeemed) Class B 115bp ....      285              282
       Net Issued (Redeemed) Class B 135bp ....      177               --
                                                            
     ALLIANCE AGGRESSIVE STOCK FUND                              
     ------------------------------                              

       Net Issued (Redeemed) Class A 115bp ....     (160)             641
       Net Issued (Redeemed) Class B 115bp ....      311              369
       Net Issued (Redeemed) Class B 135bp ....      293               --
                                                    

- ------------------
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on August 20, 1997.
(c)  Commenced operations on January 1, 1998.


                                     FS-18
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

4.   Contributions, Transfers and Charges (Concluded)

     Net accumulation units issued and redeemed during the periods indicated
     were:

                                                      DECEMBER 31,  DECEMBER 31,
                                                         1998          1997
                                                     -------------  ------------
     WARBURG PINCUS SMALL COMPANY  FUND (a)                (IN THOUSANDS)
     -------------------------------------
       Net Issued (Redeemed) Class B 115bp...........    888           2,096
       Net Issued (Redeemed) Class B 135bp...........    560              --
       Net Issued (Redeemed) Class B 135bp...........  1,448              --

     ALLIANCE SMALL CAP GROWTH FUND (a)
     --------------------------------------
       Net Issued (Redeemed) Class A 115bp...........    106             208
       Net Issued (Redeemed) Class B 115bp...........  1,222           1,084
       Net Issued (Redeemed) Class B 135bp...........    775              --

     MFS EMERGING GROWTH COMPANIES FUND (a)
     -------------------------------------
       Net Issued (Redeemed) Class B 115bp...........  1,637             982
       Net Issued (Redeemed) Class B 135bp...........  1,942              --
     
     BT SMALL COMPANY INDEX FUND (b)
     ------------------------------------
       Net Issued (Redeemed) Class B 115bp...........    243              --
       Net Issued (Redeemed) Class B 135bp...........    284              --

     ALLIANCE CONSERVATIVE INVESTORS FUND
     --------------------------------------
       Net Issued (Redeemed) Class A 115bp...........     52             356
       Net Issued (Redeemed) Class B 115bp...........    565             295
       Net Issued (Redeemed) Class B 135bp...........    659              --

     EQ/PUTNAM BALANCED FUND (a)
     --------------------------------
       Net Issued (Redeemed) Class B 115bp...........  1,094             531
       Net Issued (Redeemed) Class B 135bp...........  1,136              --

     ALLIANCE GROWTH INVESTORS FUND
     ---------------------------------
       Net Issued (Redeemed) Class A 115bp...........    (81)            682
       Net Issued (Redeemed) Class B 115bp...........    778             581
       Net Issued (Redeemed) Class B 135bp...........    694              --

     MERRILL LYNCH WORLD STRATEGY FUND (a)
     ----------------------------------------
       Net Issued (Redeemed) Class B 115bp...........    170             232
       Net Issued (Redeemed) Class B 135bp...........    140              --

- ------------------
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on January 1, 1998.
(c)  Units were made available for sale on May 1, 1998.


                                     FS-19
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

5.   Amounts retained by Equitable Life in Separate Account No. 45

     The amount retained by Equitable Life in the Account arises principally
     from (1) contributions from Equitable Life, (2) mortality and expense
     charges and asset-based administrative charges accumulated in the account,
     and (3) that portion, determined ratably, of the Account's investment
     results applicable to those assets in the Account in excess of the net
     assets for the Contracts. Amounts retained by Equitable Life are not
     subject to charges for mortality and expense risks and asset-based
     administrative expenses.

     Amounts retained by Equitable Life in the Account may be transferred at any
     time by Equitable Life to its General Account.

     The following table shows the contributions (withdrawals) in net amounts
     retained by Equitable Life by investment fund:

                                                    YEARS ENDED DECEMBER 31,
                                                  ------------------------------
          INVESTMENT FUND                               1998           1997
          ---------------                         ------------------------------


  Alliance Money Market Fund .....................   $  (908,916)   $(240,000)
  Alliance Intermediate Government Securities Fund      (293,270)     (60,000)
  Alliance High Yield Fund(1) ....................      (593,703)      10,000
  T. Rowe Price Equity Income Fund(1) ............      (397,541)          --
  EQ/Putnam Growth & Income Value Fund(1) ........      (300,588)          --
  Alliance Growth & Income Fund ..................    (1,926,708)    (250,000)
  BT Equity 500 Index Fund(3) ....................      (161,967)          --
  Alliance Equity Index Fund .....................        (2,128)       5,000
  Merrill Lynch Basic Value Equity Fund(1) .......      (268,189)          --
  Alliance Common Stock Fund .....................    (6,883,461)    (840,000)
  MFS Research Fund(1) ...........................      (329,924)          --
  Alliance Global Fund ...........................      (708,300)    (185,000)
  Alliance International Fund ....................      (298,470)    (120,000)
  BT International Equity Index Fund(3) ..........       (17,272)          --
  T. Rowe Price International Stock Fund(1) ......      (223,491)          --
  Morgan Stanley Emerging Markets Equity Fund(2) .       (17,574)          --
  Alliance Aggressive Stock Fund .................    (1,947,808)    (435,000)
  Warburg Pincus Small Company Value Fund(1) .....      (365,698)          --
  Alliance Small Cap Growth Fund(1) ..............      (232,599)      10,000
  BT Small Company Index Fund(3) .................       (15,197)          --
  MFS Emerging Growth Companies Fund(1) ..........      (389,504)          --
  Alliance Conservative Investors Fund ...........      (415,465)     (87,000)
  EQ/Putnam Balanced Fund(1) .....................      (196,023)          --
  Alliance Growth Investors Fund .................    (1,444,473)    (185,000)
  Merrill Lynch World Strategy Fund(1) ...........       (45,763)          --

- -------------------
(1)  Commenced operations on May 1, 1997.-
(2)  Commenced operations on August 20, 1997.
(3)  Commenced operations on January 1, 1998.


                                     FS-20
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------
<S>                                                               <C>                     <C>             <C> 
ALLIANCE MONEY MARKET FUND
- --------------------------
Class A 115bp Unit value, beginning of period..............         $25.85                $24.81          $23.83
Class A 115bp Unit value, end of period....................         $26.92                $25.85          $24.81
Class B 0bp Unit value, beginning of period (a)............         $31.27                $30.25              --
Class B 0bp Unit value, end of period (a) .................         $32.86                $31.27              --
Class B 115bp Unit value, beginning of period (b)..........         $25.85                $25.17              --
Class B 115bp Unit value, end of period (b)................         $26.85                $25.85              --
Class B 135bp Unit value, beginning of period (c)..........         $25.31                    --              --
Class B 135bp Unit value, end of period (c)................         $25.92                    --              --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................            839                   928           1,302
   Class B 0bp.............................................          2,031                 1,178              --
   Class B 115bp...........................................          1,193                   794              --
   Class B 135bp...........................................          1,566                    --              --

ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES FUND
- ------------------------------------------------
Class A 115bp Unit value, beginning of period..............         $14.60                $13.77          $13.42
Class A 115bp Unit value, end of period....................         $15.55                $14.60          $13.77
Class B 115bp Unit value, beginning of period (b)..........         $14.58                $13.88              --
Class B 115bp Unit value, end of period (b)................         $15.49                $14.58              --
Class B 135bp Unit value, beginning of period (c)..........         $14.59                    --              --
Class B 135bp Unit value, end of period (c)................         $15.25                    --              --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................            524                   413             252
   Class B 115bp...........................................          1,079                   345              --
   Class B 135bp...........................................            929                    --              --

ALLIANCE HIGH YIELD FUND
- ------------------------
Class A 115bp Unit value, beginning of period (a)..........         $30.73                $26.95              --
Class A 115bp Unit value, end of period (a)................         $28.81                $30.73              --
Class B 115bp Unit value, beginning of period (a)..........         $30.63                $26.91              --
Class B 115bp Unit value, end of period (a)................         $28.65                $30.63              --
Class B 135bp Unit value, beginning of period (c)..........         $31.54                    --              --
Class B 135bp Unit value, end of period (c)................         $27.96                    --              --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................            173                    98              --
   Class B 115bp...........................................          1,451                   505              --
   Class B 135bp...........................................            801                    --              --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Units were made available for sale on May 1, 1997.
(c)  Units were made available for sale on May 1, 1998.


                                     FS-21
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                            YEARS ENDED DECEMBER 31,
                                                                  ------------------------------------------
                                                                      1998            1997           1996
                                                                  -----------      -----------    ----------
<S>                                                                 <C>              <C>          C>       
T. ROWE PRICE EQUITY INCOME FUND (a)
- ------------------------------------
Class B 115bp Unit value, beginning of period..............         $12.12           $10.00           --
Class B 115bp Unit value, end of period....................         $13.07           $12.12           --
Class B 135bp Unit value, beginning of period (c)..........         $13.19               --           --
Class B 135bp Unit value, end of period (c)................         $13.02               --           --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          3,102            1,565           --
   Class B 135bp...........................................          1,059               --           --

EQ/PUTNAM GROWTH & INCOME VALUE FUND (a)
- ----------------------------------------
Class B 115bp Unit value, beginning of period..............         $11.53           $10.00           --
Class B 115bp Unit value, end of period....................         $12.86           $11.53           --
Class B 135bp Unit value, beginning of period (c) .........         $12.86               --           --
Class B 135bp Unit value, end of period (c) ...............         $12.82               --           --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          2,347            1,230           --
   Class B 135bp...........................................            867               --           --

ALLIANCE GROWTH & INCOME FUND
- -----------------------------
Class A 115bp Unit value, beginning of period..............         $17.83           $14.23       $11.99
Class A 115bp Unit value, end of period....................         $21.30           $17.83       $14.23
Class B 115bp Unit value, beginning of period (b)..........         $17.80           $14.67           --
Class B 115bp Unit value, end of period (b)................         $21.22           $17.80           --
Class B 135bp Unit value, beginning of period (c)..........         $19.99               --           --
Class B 135bp Unit value, end of period (c)................         $20.99               --           --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................          3,481            3,433        1,056
   Class B 115bp...........................................          3,845            1,829           --
   Class B 135bp...........................................          1,853               --           --

BT EQUITY 500 INDEX FUND (c)
- ----------------------------
Class B 115bp Unit value, beginning of period..............         $10.00               --           --
Class B 115bp Unit value, end of period....................         $12.37               --           --
Class B 135bp Unit value, beginning of period (c)..........         $11.28               --           --
Class B 135bp Unit value, end of period (c)................         $12.34               --           --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          2,189               --           --
   Class B 135bp...........................................          2,426               --           --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Units were made available for sale on May 1, 1997.
(c)  Units were made available for sale on May 1, 1998.


                                     FS-22
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>

                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------
<S>                                                                <C>                   <C>            <C>    
ALLIANCE EQUITY INDEX FUND (a)
- ------------------------------
Class A 115bp Unit value, beginning of period..............         $21.41                $17.62             --
Class A 115bp Unit value, end of period....................         $27.11                $21.41             --
Class B 115bp Unit value, beginning of period..............         $21.38                $17.62             --
Class B 115bp Unit value, end of period....................         $26.99                $21.38             --
Class B 135bp Unit value, beginning of period (d)..........         $24.44                    --             --
Class B 135bp Unit value, end of period (d)................         $26.73                    --             --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................             --                    --             --
   Class B 115bp...........................................             14                     5             --
   Class B 135bp...........................................              2                    --             --

MERRILL LYNCH BASIC VALUE EQUITY FUND (a)
- -----------------------------------------
Class B 115bp Unit value, beginning of period (b)..........         $11.61                $10.00             --
Class B 115bp Unit value, end of period (b)................         $12.81                $11.61             --
Class B 135bp Unit value, beginning of period (d)..........         $13.70                    --             --
Class B 135bp Unit value, end of period (d)................         $12.76                    --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          2,127                   849             --
   Class B 135bp...........................................          1,009                    --             --

ALLIANCE COMMON STOCK FUND
- --------------------------
Class A 115bp Unit value, beginning of period..............        $195.37               $152.96        $124.52
Class A 115bp Unit value, end of period....................        $249.88               $195.37        $152.96
Class B 115bp Unit value, beginning of period (b)..........        $194.74               $153.35             --
Class B 115bp Unit value, end of period (b)................        $248.45               $194.74             --
Class B 135bp Unit value, beginning of period (d)..........        $211.50                    --             --
Class B 135bp Unit value, end of period (d)................        $237.18                    --             --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................          1,079                 1,114            494
   Class B 115bp...........................................          1,101                   519             --
   Class B 135bp...........................................            550                    --             --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Units were made available for sale on May 1, 1997.
(c)  Commenced operations on January 1, 1998.
(d)  Units were made available for sale on May 1, 1998.


                                     FS-23
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------
<S>                                                                 <C>                  <C>            <C>   
MFS RESEARCH FUND (a)
- ---------------------
Class B 115bp Unit value, beginning of period..............         $11.52               $10.00             --
Class B 115bp Unit value, end of period....................         $14.13               $11.52             --
Class B 135bp Unit value, beginning of period (d)..........         $13.53                   --             --
Class B 135bp Unit value, end of period (d)................         $14.08                   --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          2,283                1,039             --
   Class B 135bp...........................................          1,479                   --             --

ALLIANCE GLOBAL FUND
- --------------------
Class A 115bp Unit value, beginning of period..............         $27.85               $25.25         $22.29
Class A 115bp Unit value, end of period....................         $33.53               $27.85         $25.25
Class B 115bp Unit value, beginning of period (c)..........         $27.76               $24.87             --
Class B 115bp Unit value, end of period (c)................         $33.34               $27.76             --
Class B 135bp Unit value, beginning of period (d)..........         $31.57                   --             --
Class B 135bp Unit value, end of period (d)................         $32.58                   --             --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................            971                1,074            609
   Class B 115bp...........................................            668                  308             --
   Class B 135bp...........................................            354                   --             --

ALLIANCE INTERNATIONAL FUND
- ---------------------------
Class A 115bp Unit value, beginning of period..............         $11.48               $11.98         $11.03
Class A 115bp Unit value, end of period....................         $12.54               $11.48         $11.98
Class B 115bp Unit value, beginning of period (c)..........         $11.46               $11.86             --
Class B 115bp Unit value, end of period (c)................         $12.49               $11.46             --
Class B 135bp Unit value, beginning of period (d)..........         $13.41                   --             --
Class B 135bp Unit value, end of period (d)................         $12.40                   --             --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................          1,001                1,151            717
   Class B 115bp...........................................            438                  285             --
   Class B 135bp...........................................            166                   --             --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on January 1, 1998.
(c)  Units were made available for sale on May 1, 1997.
(d)  Units were made available for sale on May 1, 1998.


                                     FS-24
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------

<S>                                                                 <C>                <C>            <C>   
BT INTERNATIONAL EQUITY INDEX FUND (c)
- --------------------------------------
Class B 115bp Unit value, beginning of period..............         $10.00                 --             --
Class B 115bp Unit value, end of period....................         $11.87                 --             --
Class B 135bp Unit value, beginning of period (e)..........         $11.50                 --             --
Class B 135bp Unit value, end of period (e)................         $11.85                 --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................            209                 --             --
   Class B 135bp...........................................            242                 --             --

T. ROWE PRICE INTERNATIONAL STOCK FUND (a)
- ------------------------------------------
Class B 115bp Unit value, beginning of period..............          $9.77             $10.00             --
Class B 115bp Unit value, end of period....................         $10.98              $9.77             --
Class B 135bp Unit value, beginning of period (e)..........         $11.13                 --             --
Class B 135bp Unit value, end of period (e)................         $10.95                 --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          1,995              1,291             --
   Class B 135bp...........................................            705                 --             --

MORGAN STANLEY EMERGING MARKETS EQUITY FUND (b)
- -----------------------------------------------
Class B 115bp Unit value, beginning of period..............          $7.95             $10.00             --
Class B 115bp Unit value, end of period....................          $5.73              $7.95             --
Class B 135bp Unit value, beginning of period(e)...........          $8.23                 --             --
Class B 135bp Unit value, end of period (e)................          $5.72                 --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................            567                282             --
   Class B 135bp...........................................            177                 --             --

ALLIANCE AGGRESSIVE STOCK FUND
- ------------------------------
Class A 115bp Unit value, beginning of period..............         $72.23             $65.94         $54.59
Class A 115bp Unit value, end of period....................         $71.60             $72.23         $65.94
Class B 115bp Unit value, beginning of period (d)..........         $72.00             $62.84             --
Class B 115bp Unit value, end of period (d)................         $71.21             $72.00             --
Class B 135bp Unit value, beginning of period (e)..........         $79.87                 --             --
Class B 135bp Unit value, end of period (e)................         $69.37                 --             --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................          1,101              1,261            620
   Class B 115bp...........................................            680                369             --
   Class B 135bp...........................................            293                 --             --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on August 20, 1997.
(c)  Commenced operations on January 1, 1998.
(d)  Units were made available for sale May 1, 1997.
(e)  Units were made available for sale on May 1, 1998.


                                     FS-25
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------
<S>                                                                 <C>                 <C>                <C> 
WARBURG PINCUS SMALL COMPANY VALUE FUND (a)
- -------------------------------------------
Class B 115bp Unit value, beginning of period..............         $11.82              $10.00             --
Class B 115bp Unit value, end of period....................         $10.52              $11.82             --
Class B 135bp Unit value, beginning of period (c)..........         $12.72                  --             --
Class B 135bp Unit value, end of period (c)................         $10.48                  --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          2,984               2,096             --
   Class B 135bp...........................................            560                  --             --

ALLIANCE SMALL CAP GROWTH FUND (a)
- ----------------------------------
Class A 115bp Unit value, beginning of period..............         $12.57              $10.00             --
Class A 115bp Unit value, end of period....................         $11.90              $12.57             --
Class B 115bp Unit value, beginning of period..............         $12.55              $10.00             --
Class B 115bp Unit value, end of period....................         $11.86              $12.55             --
Class B 135bp Unit value, beginning of period (c)..........         $14.29                  --             --
Class B 135bp Unit value, end of period (c)................         $11.82                  --             --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................            314                 208             --
   Class B 115bp...........................................          2,306               1,084             --
   Class B 135bp...........................................            775                  --             --

BT SMALL COMPANY INDEX FUND (b)
- -------------------------------
Class B 115bp Unit value, beginning of period..............         $10.00                  --             --
Class B 115bp Unit value, end of period....................          $9.66                  --             --
Class B 135bp Unit value, beginning of period (c)..........         $10.97                  --             --
Class B 135bp Unit value, end of period (c)................          $9.64                  --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................            244                  --             --
   Class B 135bp...........................................            284                  --             --

MFS EMERGING GROWTH FUND (a)
- ----------------------------
Class B 115bp Unit value, beginning of period..............         $12.15              $10.00             --
Class B 115bp Unit value, end of period....................         $16.16              $12.15             --
Class B 135bp Unit value, beginning of period (c)..........         $14.42                  --             --
Class B 135bp Unit value, end of period (c)................         $16.10                  --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................          2,619                 982             --
   Class B 135bp...........................................          1,942                  --             --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Commenced operations on January 1, 1998.
(c)  Units were made available for sale on May 1, 1998.


                                     FS-26
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------

<S>                                                                  <C>                <C>              <C>   
ALLIANCE CONSERVATIVE INVESTORS FUND
- ------------------------------------
Class A 115bp Unit value, beginning of period..............          $19.26             $17.21           $16.55
Class A 115bp Unit value, end of period....................          $21.68             $19.26           $17.21
Class B 115bp Unit value, beginning of period (b)..........          $19.23             $17.33               --
Class B 115bp Unit value, end of period (b)................          $21.60             $19.23               --
Class B 135bp Unit value, beginning of period (c)..........          $20.06                 --               --
Class B 135bp Unit value, end of period (c)................          $21.20                 --               --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................             865                813              457
   Class B 115bp...........................................             860                295               --
   Class B 135bp...........................................             659                 --               --

EQ/PUTNAM BALANCED FUND (a)
- ---------------------------
Class B 115bp Unit value, beginning of period..............          $11.36             $10.00               --
Class B 115bp Unit value, end of period....................          $12.56             $11.36               --
Class B 135bp Unit value, beginning of period (c)..........          $12.29                 --               --
Class B 135bp Unit value, end of period (c)................          $12.51                 --               --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................           1,625                531               --
   Class B 135bp...........................................           1,136                 --               --

ALLIANCE GROWTH INVESTORS FUND
- ------------------------------
Class A 115bp Unit value, beginning of period..............          $30.31             $26.26           $23.59
Class A 115bp Unit value, end of period....................          $35.70             $30.31           $26.26
Class B 115bp Unit value, beginning of period (b)..........          $30.22             $26.23               --
Class B 115bp Unit value, end of period (b)................          $35.50             $30.22               --
Class B 135bp Unit value, beginning of period (c)..........          $32.93                 --               --
Class B 135bp Unit value, end of period (c)................          $34.84                 --               --
Number of units outstanding, end of period (000's):
   Class A 115bp...........................................           1,515              1,596              914
   Class B 115bp...........................................           1,359                581               --
   Class B 135bp...........................................             694                 --               --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Units were made available for sale on May 1, 1997.
(c)  Units were made available for sale on May 1, 1998.


                                     FS-27
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Concluded)

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.
<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                                  ----------------------------------------------
                                                                      1998               1997            1996
                                                                  -----------         -----------     ----------

<S>                                                                 <C>                 <C>                <C>
MERRILL LYNCH WORLD STRATEGY FUND (a)
- -------------------------------------

Class B 115bp Unit value, beginning of period..............         $10.39              $10.00             --
Class B 115bp Unit value, end of period....................         $10.97              $10.39             --
Class B 135bp Unit value, beginning of period (b)..........         $11.31                  --             --
Class B 135bp Unit value, end of period (b)................         $10.94                  --             --
Number of units outstanding, end of period (000's):
   Class B 115bp...........................................            402                 232             --
   Class B 135bp...........................................            140                  --             --
</TABLE>
- -------------------
(a)  Commenced operations on May 1, 1997.
(b)  Units were made available for sale on May 1, 1998.

                                     FS-28




<PAGE>







                        Report of Independent Accountants


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

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of earnings,  of shareholder's equity and comprehensive
income 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, 1998 and 1997, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period ended December 31, 1998, 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 method of accounting for long-lived assets in 1996.




/s/PricewaterhouseCoopers LLP
- -----------------------------
PricewaterhouseCoopers LLP
New York, New York
February 8, 1999
                                      F-1
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>

                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
<S>                                                                            <C>                  <C>          
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value.............................   $    18,993.7        $    19,630.9
    Held to maturity, at amortized cost.....................................           125.0                  -
  Mortgage loans on real estate.............................................         2,809.9              2,611.4
  Equity real estate........................................................         1,676.9              2,495.1
  Policy loans..............................................................         2,086.7              2,422.9
  Other equity investments..................................................           713.3                951.5
  Investment in and loans to affiliates.....................................           928.5                731.1
  Other invested assets.....................................................           808.2                612.2
                                                                              -----------------    -----------------
      Total investments.....................................................        28,142.2             29,455.1
Cash and cash equivalents...................................................         1,245.5                300.5
Deferred policy acquisition costs...........................................         3,563.8              3,236.6
Amounts due from discontinued operations....................................             2.7                572.8
Other assets................................................................         3,051.9              2,687.4
Closed Block assets.........................................................         8,632.4              8,566.6
Separate Accounts assets....................................................        43,302.3             36,538.7
                                                                              -----------------    -----------------

Total Assets................................................................   $    87,940.8        $    81,357.7
                                                                              =================    =================

LIABILITIES
Policyholders' account balances.............................................   $    20,889.7        $    21,579.5
Future policy benefits and other policyholders' liabilities.................         4,694.2              4,553.8
Short-term and long-term debt...............................................         1,181.7              1,716.7
Other liabilities...........................................................         3,474.3              3,267.2
Closed Block liabilities....................................................         9,077.0              9,073.7
Separate Accounts liabilities...............................................        43,211.3             36,306.3
                                                                              -----------------    -----------------
      Total liabilities.....................................................        82,528.2             76,497.2
                                                                              -----------------    -----------------

Commitments and contingencies (Notes 11, 13, 14, 15 and 16)

SHAREHOLDER'S EQUITY
Common stock, $1.25 par value 2.0 million shares authorized, issued
  and outstanding...........................................................             2.5                  2.5
Capital in excess of par value..............................................         3,110.2              3,105.8
Retained earnings...........................................................         1,944.1              1,235.9
Accumulated other comprehensive income......................................           355.8                516.3
                                                                              -----------------    -----------------
      Total shareholder's equity............................................         5,412.6              4,860.5
                                                                              -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................   $    87,940.8        $    81,357.7
                                                                              =================    =================
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      F-2
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>          
REVENUES
Universal life and investment-type product policy fee
  income......................................................   $    1,056.2       $       950.6      $       874.0
Premiums......................................................          588.1               601.5              597.6
Net investment income.........................................        2,228.1             2,282.8            2,203.6
Investment gains (losses), net................................          100.2               (45.2)              (9.8)
Commissions, fees and other income............................        1,503.0             1,227.2            1,081.8
Contribution from the Closed Block............................           87.1               102.5              125.0
                                                                -----------------  -----------------  -----------------

      Total revenues..........................................        5,562.7             5,119.4            4,872.2
                                                                -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances..........        1,153.0             1,266.2            1,270.2
Policyholders' benefits.......................................        1,024.7               978.6            1,317.7
Other operating costs and expenses............................        2,201.2             2,203.9            2,075.7
                                                                -----------------  -----------------  -----------------

      Total benefits and other deductions.....................        4,378.9             4,448.7            4,663.6
                                                                -----------------  -----------------  -----------------

Earnings from continuing operations before Federal
  income taxes, minority interest and cumulative
  effect of accounting change.................................        1,183.8               670.7              208.6
Federal income taxes..........................................          353.1                91.5                9.7
Minority interest in net income of consolidated subsidiaries..          125.2                54.8               81.7
                                                                -----------------  -----------------  -----------------
Earnings from continuing operations before cumulative
  effect of accounting change.................................          705.5               524.4              117.2
Discontinued operations, net of Federal income taxes..........            2.7               (87.2)             (83.8)
Cumulative effect of accounting change, net of Federal
  income taxes................................................            -                   -                (23.1)
                                                                -----------------  -----------------  -----------------

Net Earnings..................................................   $      708.2       $       437.2      $        10.3
                                                                =================  =================  =================
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                      F-3
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
    CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY AND COMPREHENSIVE INCOME
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>          
Common stock, at par value, beginning and end of year.........   $        2.5       $         2.5      $         2.5
                                                                -----------------  -----------------  -----------------

Capital in excess of par value, beginning of year.............        3,105.8             3,105.8            3,105.8
Additional capital in excess of par value.....................            4.4                 -                  -
                                                                -----------------  -----------------  -----------------
Capital in excess of par value, end of year...................        3,110.2             3,105.8            3,105.8

Retained earnings, beginning of year..........................        1,235.9               798.7              788.4
Net earnings..................................................          708.2               437.2               10.3
                                                                -----------------  -----------------  -----------------
Retained earnings, end of year................................        1,944.1             1,235.9              798.7
                                                                -----------------  -----------------  -----------------

Accumulated other comprehensive income,
  beginning of year...........................................          516.3               177.0              361.4
Other comprehensive income....................................         (160.5)              339.3             (184.4)
                                                                -----------------  -----------------  -----------------
Accumulated other comprehensive income, end of year...........          355.8               516.3              177.0
                                                                -----------------  -----------------  -----------------

Total Shareholder's Equity, End of Year.......................   $    5,412.6       $     4,860.5      $     4,084.0
                                                                =================  =================  =================

COMPREHENSIVE INCOME
Net earnings..................................................   $      708.2       $       437.2      $        10.3
                                                                -----------------  -----------------  -----------------
Change in unrealized gains (losses), net of reclassification
  adjustment..................................................         (149.5)              343.7             (206.6)
Minimum pension liability adjustment..........................          (11.0)               (4.4)              22.2
                                                                -----------------  -----------------  -----------------
Other comprehensive income....................................         (160.5)              339.3             (184.4)
                                                                -----------------  -----------------  -----------------
Comprehensive Income..........................................   $      547.7       $       776.5      $      (174.1)
                                                                =================  =================  =================
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      F-4
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>          
Net earnings..................................................   $      708.2       $       437.2      $        10.3
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
  Interest credited to policyholders' account balances........        1,153.0             1,266.2            1,270.2
  Universal life and investment-type product
    policy fee income.........................................       (1,056.2)             (950.6)            (874.0)
  Investment (gains) losses...................................         (100.2)               45.2                9.8
  Change in Federal income tax payable........................          123.1               (74.4)            (197.1)
  Other, net..................................................         (324.9)              169.4              330.2
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          503.0               893.0              549.4
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:
  Maturities and repayments...................................        2,289.0             2,702.9            2,275.1
  Sales.......................................................       16,972.1            10,385.9            8,964.3
  Purchases...................................................      (18,578.5)          (13,205.4)         (12,559.6)
  Decrease (increase) in short-term investments...............          102.4              (555.0)             450.3
  Decrease in loans to discontinued operations................          660.0               420.1            1,017.0
  Sale of subsidiaries........................................            -                 261.0                -
  Other, net..................................................         (341.8)             (612.6)            (281.0)
                                                                -----------------  -----------------  -----------------

Net cash provided (used) by investing activities..............        1,103.2              (603.1)            (133.9)
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities:
  Policyholders' account balances:
    Deposits..................................................        1,508.1             1,281.7            1,925.4
    Withdrawals...............................................       (1,724.6)           (1,886.8)          (2,385.2)
  Net (decrease) increase in short-term financings............         (243.5)              419.9                (.3)
  Repayments of long-term debt................................          (24.5)             (196.4)            (124.8)
  Payment of obligation to fund accumulated deficit of
    discontinued operations...................................          (87.2)              (83.9)               -
  Other, net..................................................          (89.5)              (62.7)             (66.5)
                                                                -----------------  -----------------  -----------------

Net cash used by financing activities.........................         (661.2)             (528.2)            (651.4)
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................          945.0              (238.3)            (235.9)
Cash and cash equivalents, beginning of year..................          300.5               538.8              774.7
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $    1,245.5       $       300.5      $       538.8
                                                                =================  =================  =================

Supplemental cash flow information
  Interest Paid...............................................   $      130.7       $       217.1      $       109.9
                                                                =================  =================  =================
  Income Taxes Paid (Refunded)................................   $      254.3       $       170.0      $       (10.0)
                                                                =================  =================  =================
</TABLE>

                See Notes to Consolidated Financial Statements.

                                      F-5
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 1)     ORGANIZATION

        The Equitable  Life Assurance  Society of the United States  ("Equitable
        Life")  is  a  wholly  owned  subsidiary  of  The  Equitable   Companies
        Incorporated  (the  "Holding   Company").   Equitable  Life's  insurance
        business is conducted principally by Equitable Life and its wholly owned
        life insurance  subsidiaries,  Equitable of Colorado ("EOC"), and, prior
        to  December  31,  1996,   Equitable  Variable  Life  Insurance  Company
        ("EVLICO").  Effective January 1, 1997, EVLICO was merged into Equitable
        Life,  which  continues  to conduct the  Company's  insurance  business.
        Equitable Life's  investment  management  business,  which comprises the
        Investment  Services  segment,  is  conducted  principally  by  Alliance
        Capital  Management  L.P.  ("Alliance"),  in which  Equitable Life has a
        57.7%  ownership  interest,  and  Donaldson,  Lufkin  &  Jenrette,  Inc.
        ("DLJ"),   an  investment  banking  and  brokerage  affiliate  in  which
        Equitable Life has a 32.5%  ownership  interest.  AXA ("AXA"),  a French
        holding  company for an  international  group of  insurance  and related
        financial   services   companies,   is  the  Holding  Company's  largest
        shareholder,  owning  approximately 58.5% at December 31, 1998 (53.4% if
        all securities convertible into, and options on, common stock were to be
        converted or exercised).

        The  Insurance  segment  offers a variety of  traditional,  variable and
        interest-sensitive  life insurance products,  disability income, annuity
        products,  mutual fund and other investment  products to individuals and
        small  groups.  It  also  administers  traditional  participating  group
        annuity  contracts  with  conversion  features,  generally for corporate
        qualified  pension  plans,  and  association  plans which  provide  full
        service retirement programs for individuals affiliated with professional
        and trade  associations.  This segment  includes  Separate  Accounts for
        individual insurance and annuity products.

        The Investment  Services segment includes  Alliance,  the results of DLJ
        which are accounted for on an equity basis,  and, through June 10, 1997,
        Equitable Real Estate  Investment  Management,  Inc.  ("EREIM"),  a real
        estate  investment   management  subsidiary  which  was  sold.  Alliance
        provides diversified investment fund management services to a variety of
        institutional clients,  including pension funds, endowments, and foreign
        financial institutions, as well as to individual investors,  principally
        through  a  broad  line  of  mutual   funds.   This   segment   includes
        institutional Separate Accounts which provide various investment options
        for large group pension clients, primarily deferred benefit contribution
        plans, through pooled or single group accounts. DLJ's businesses include
        securities underwriting,  sales and trading, merchant banking, financial
        advisory services,  investment research, venture capital,  correspondent
        brokerage  services,  online  interactive  brokerage  services and asset
        management.  DLJ  serves  institutional,   corporate,  governmental  and
        individual clients both domestically and internationally. EREIM provided
        real  estate  investment   management   services,   property  management
        services, mortgage servicing and loan asset management, and agricultural
        investment management.

 2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Basis of Presentation and Principles of Consolidation

        The  accompanying  consolidated  financial  statements  are  prepared in
        conformity with generally accepted accounting  principles ("GAAP") which
        require  management to make  estimates and  assumptions  that affect the
        reported  amounts of assets and liabilities and disclosure of contingent
        assets and  liabilities at the date of the financial  statements and the
        reported  amounts of revenues and expenses during the reporting  period.
        Actual results could differ from those estimates.

        The accompanying  consolidated financial statements include the accounts
        of  Equitable  Life  and its  wholly  owned  life  insurance  subsidiary
        (collectively,   the  "Insurance  Group");  non-insurance  subsidiaries,
        principally  Alliance and EREIM (see Note 5); and those partnerships and
        joint ventures in which Equitable Life or its  subsidiaries  has control

                                      F-6
<PAGE>

        and  a  majority   economic   interest   (collectively,   including  its
        consolidated  subsidiaries,  the "Company"). The Company's investment in
        DLJ is reported on the equity basis of accounting.  Closed Block assets,
        liabilities and results of operations are presented in the  consolidated
        financial   statements  as  single  line  items  (see  Note  7).  Unless
        specifically  stated,  all other footnote  disclosures  contained herein
        exclude the Closed Block related amounts.

        All significant intercompany transactions and balances except those with
        the  Closed  Block and  discontinued  operations  (see Note 8) have been
        eliminated in  consolidation.  The years "1998," "1997" and "1996" refer
        to the years  ended  December  31,  1998,  1997 and 1996,  respectively.
        Certain  reclassifications  have been made in the amounts  presented for
        prior periods to conform these periods with the 1998 presentation.

        Closed Block

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

        Assets  allocated to the Closed Block inure solely to the benefit of the
        Closed  Block  policyholders  and will not revert to the  benefit of the
        Holding  Company.  No  reallocation,  transfer,  borrowing or lending of
        assets  can be made  between  the  Closed  Block and other  portions  of
        Equitable  Life's General Account,  any of its Separate  Accounts or any
        affiliate  of  Equitable  Life  without  the  approval  of the New  York
        Superintendent of Insurance (the "Superintendent").  Closed Block assets
        and  liabilities  are  carried on the same  basis as similar  assets and
        liabilities  held in the  General  Account.  The excess of Closed  Block
        liabilities  over Closed Block  assets  represents  the expected  future
        post-tax contribution from the Closed Block which would be recognized in
        income over the period the  policies  and  contracts in the Closed Block
        remain in force.

        Discontinued Operations

        Discontinued  operations  include  the Group  Non-Participating  Wind-Up
        Annuities  ("Wind-Up  Annuities") and the Guaranteed  Interest  Contract
        ("GIC") lines of business.  An allowance was established for the premium
        deficiency  reserve for Wind-Up Annuities and estimated future losses of
        the  GIC  line of  business.  Management  reviews  the  adequacy  of the
        allowance  each quarter and believes the  allowance for future losses at
        December 31, 1998 is adequate to provide for all future losses; however,
        the quarterly  allowance review continues to involve numerous  estimates
        and  subjective   judgments   regarding  the  expected   performance  of
        Discontinued Operations Investment Assets. There can be no assurance the
        losses provided for will not differ from the losses ultimately realized.
        To the extent actual results or future  projections of the  discontinued
        operations   differ  from   management's   current  best  estimates  and
        assumptions  underlying the allowance for future losses,  the difference
        would  be  reflected  in the  consolidated  statements  of  earnings  in
        discontinued  operations.  In particular,  to the extent  income,  sales
        proceeds  and  holding  periods  for  equity  real  estate  differ  from
        management's previous assumptions, periodic adjustments to the allowance
        are likely to result (see Note 8).

        Accounting Changes

        In June 1997, the Financial  Accounting  Standards Board ("FASB") issued
        Statement  of   Financial   Accounting   Standards   ("SFAS")  No.  131,
        "Disclosures  about Segments of an Enterprise and Related  Information".
        SFAS No.  131  establishes  standards  for  public  companies  to report
        information  about  operating  segments in annual and interim  financial
        statements issued to shareholders.  It also specifies related disclosure
        requirements  for  products  and  services,  geographic  areas and major
        customers.  Generally,  financial information must be reported using the
        basis  management  uses  to make  operating  decisions  and to  evaluate
        business  performance.  The Company  implemented  SFAS No. 131 effective
        December 31, 1998 and  continues to identify two  operating  segments to
        reflect its major businesses:  Insurance and Investment Services.  While
        the  segment  descriptions  are the same as those  previously  reported,
        certain  amounts  have  been  reattributed  between  the two  reportable
        segments.   Prior  period  comparative   segment  information  has  been
        restated.

                                      F-7
<PAGE>

        In March 1998, the American  Institute of Certified  Public  Accountants
        ("AICPA") issued Statement of Position ("SOP") 98-1, "Accounting for the
        Costs of Computer  Software  Developed or Obtained  for  Internal  Use,"
        which  requires  capitalization  of external and certain  internal costs
        incurred to obtain or develop internal-use  computer software during the
        application development stage. The Company applied the provisions of SOP
        98-1  prospectively  effective January 1, 1998. The adoption of SOP 98-1
        did not have a material impact on the Company's  consolidated  financial
        statements.   Capitalized   internal-use  software  is  amortized  on  a
        straight-line basis over the estimated useful life of the software.

        The Company implemented SFAS No. 121,  "Accounting for the Impairment of
        Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of," as of
        January 1, 1996.  SFAS No. 121  requires  long-lived  assets and certain
        identifiable  intangibles be reviewed for impairment  whenever events or
        changes in circumstances  indicate the carrying value of such assets may
        not be  recoverable.  Effective with SFAS No. 121's  adoption,  impaired
        real estate is written down to fair value with the impairment loss being
        included in investment gains (losses), net. Before implementing SFAS No.
        121,  valuation  allowances  on real estate held for the  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties  discounted at a rate equal to the  Company's  cost of funds.
        Adoption  of  the  statement   resulted  in  the  release  of  valuation
        allowances of $152.4  million and  recognition  of impairment  losses of
        $144.0 million on real estate held for production of income. Real estate
        which management intends to sell or abandon is classified as real estate
        held  for  sale.  Valuation  allowances  on real  estate  held  for sale
        continue to be computed using the lower of depreciated cost or estimated
        fair value, net of disposition costs. Initial adoption of the impairment
        requirements  of SFAS No. 121 to other assets to be disposed of resulted
        in a charge for the cumulative  effect of an accounting  change of $23.1
        million,  net of a Federal income tax benefit of $12.4  million,  due to
        the  writedown  to fair  value  of  building  improvements  relating  to
        facilities vacated in 1996.

        New Accounting Pronouncements

        In  October  1998,  the  FASB  issued  SFAS  No.  134,  "Accounting  for
        Mortgage-Backed Securities Retained after the Securitization of Mortgage
        Loans  Held for Sale by a Mortgage  Banking  Enterprise,"  which  amends
        existing  accounting and reporting  standards for certain  activities of
        mortgage  banking   enterprises  and  other   enterprises  that  conduct
        operations that are substantially similar to the primary operations of a
        mortgage banking  enterprise.  This statement is effective for the first
        fiscal quarter  beginning after December 15, 1998. This statement is not
        expected  to  have  a  material  impact  on the  Company's  consolidated
        financial statements.

        In June 1998, the FASB issued SFAS No. 133,  "Accounting  for Derivative
        Instruments and Hedging  Activities,"  which establishes  accounting and
        reporting  standards  for  derivative  instruments,   including  certain
        derivatives embedded in other contracts, and for hedging activities.  It
        requires all  derivatives  to be recognized on the balance sheet at fair
        value.  The  accounting  for  changes in the fair value of a  derivative
        depends on its intended use.  Derivatives not used in hedging activities
        must be adjusted  to fair value  through  earnings.  Changes in the fair
        value of derivatives used in hedging  activities will,  depending on the
        nature of the hedge,  either be offset in earnings against the change in
        fair value of the hedged item  attributable  to the risk being hedged or
        recognized in other  comprehensive  income until the hedged item affects
        earnings.  For all  hedging  activities,  the  ineffective  portion of a
        derivative's  change in fair value  will be  immediately  recognized  in
        earnings.

        SFAS No. 133 requires  adoption in fiscal years beginning after June 15,
        1999 and  permits  early  adoption  as of the  beginning  of any  fiscal
        quarter following issuance of the statement.  Retroactive application to
        financial statements of prior periods is prohibited. The Company expects
        to adopt SFAS No. 133 effective January 1, 2000.  Adjustments  resulting
        from  initial  adoption  of the new  requirements  will be reported in a
        manner  similar  to the  cumulative  effect  of a change  in  accounting
        principle  and will be  reflected  in net  income or  accumulated  other
        comprehensive income based upon existing hedging relationships,  if any.
        Management  currently  is  assessing  the impact of  adoption.  However,
        Alliance's  adoption is not expected to have a significant impact on the
        Company's  consolidated  balance  sheet or statement of earnings.  Also,
        since  most  of  DLJ's  derivatives  are  carried  at fair  values,  the
        Company's  consolidated earnings and financial position are not expected
        to be significantly affected by DLJ's adoption of the new requirements.

                                      F-8
<PAGE>

        In late 1998, the AICPA issued SOP 98-7, "Deposit Accounting: Accounting
        for Insurance and Reinsurance  Contracts that Do Not Transfer  Insurance
        Risk".  This SOP,  effective for fiscal years  beginning  after June 15,
        1999,  provides guidance to both the insured and insurer on how to apply
        the deposit  method of accounting  when it is required for insurance and
        reinsurance  contracts that do not transfer insurance risk. The SOP does
        not address or change the  requirements  as to when  deposit  accounting
        should be applied.  SOP 98-7 applies to all  entities and all  insurance
        and reinsurance contracts that do not transfer insurance risk except for
        long-duration  life  and  health  insurance  contracts.  This SOP is not
        expected  to  have  a  material  impact  on the  Company's  consolidated
        financial statements.

        In December  1997,  the AICPA issued SOP 97-3,  "Accounting by Insurance
        and  Other  Enterprises  for  Insurance-Related  Assessments".  SOP 97-3
        provides  guidance for assessments  related to insurance  activities and
        requirements  for  disclosure  of  certain  information.   SOP  97-3  is
        effective for financial  statements  issued for periods  beginning after
        December 31, 1998. Restatement of previously issued financial statements
        is not required.  SOP 97-3 is not expected to have a material  impact on
        the Company's consolidated financial statements.

        Valuation of Investments

        Fixed  maturities  identified  as  available  for sale are  reported  at
        estimated fair value.  Fixed maturities,  which the Company has both the
        ability and the intent to hold to maturity,  are stated  principally  at
        amortized  cost. The amortized cost of fixed  maturities is adjusted for
        impairments in value deemed to be other than temporary.

        Valuation  allowances are netted  against the asset  categories to which
        they apply.

        Mortgage loans on real estate are stated at unpaid  principal  balances,
        net  of  unamortized  discounts  and  valuation  allowances.   Valuation
        allowances are based on the present value of expected  future cash flows
        discounted  at  the  loan's  original  effective  interest  rate  or the
        collateral  value  if the  loan is  collateral  dependent.  However,  if
        foreclosure  is or becomes  probable,  the  measurement  method  used is
        collateral value.

        Real estate,  including real estate acquired in satisfaction of debt, is
        stated at  depreciated  cost less valuation  allowances.  At the date of
        foreclosure (including in-substance  foreclosure),  real estate acquired
        in satisfaction of debt is valued at estimated fair value. Impaired real
        estate is  written  down to fair value  with the  impairment  loss being
        included in investment gains (losses), net. Valuation allowances on real
        estate held for sale are computed using the lower of depreciated cost or
        current estimated fair value, net of disposition costs.  Depreciation is
        discontinued on real estate held for sale. Prior to the adoption of SFAS
        No. 121,  valuation  allowances  on real estate held for  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties discounted at a rate equal to the Company's cost of funds.

        Policy loans are stated at unpaid principal balances.

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

        Common  stocks are carried at  estimated  fair value and are included in
        other equity investments.

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

                                      F-9
<PAGE>

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

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

        Net Investment Income,  Investment Gains, Net and Unrealized  Investment
        Gains (Losses)

        Net   investment   income  and  realized   investment   gains   (losses)
        (collectively,  "investment  results") related to certain  participating
        group annuity contracts which are passed through to the  contractholders
        are reflected as interest credited to policyholders' account balances.

        Realized   investment   gains   (losses)  are   determined  by  specific
        identification  and are presented as a component of revenue.  Changes in
        valuation allowances are included in investment gains (losses).

        Unrealized  investment  gains and losses on equity  securities and fixed
        maturities available for sale held by the Company are accounted for as a
        separate component of accumulated  comprehensive  income, net of related
        deferred  Federal income taxes,  amounts  attributable  to  discontinued
        operations,  participating  group annuity  contracts and deferred policy
        acquisition costs ("DAC") related to universal life and  investment-type
        products and participating traditional life contracts.

        Recognition of Insurance Income and Related Expenses

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

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

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

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

        Deferred Policy Acquisition Costs

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

        For  universal  life  products  and  investment-type  products,  DAC  is
        amortized  over the expected  total life of the contract  group (periods
        ranging  from  25 to 35  years  and 5 to 17  years,  respectively)  as a
        constant  percentage of estimated gross profits arising principally from
        investment results,  mortality and expense margins and surrender charges
        based on historical and anticipated  future  experience,  updated at the
        end of each accounting  period. The effect on the amortization of DAC of
        revisions  to  estimated  gross  profits is reflected in earnings in the
        period such estimated  gross profits are revised.  The effect on the DAC
        asset that would result from realization of unrealized gains (losses) is
        recognized with an offset to accumulated other  comprehensive  income in
        consolidated shareholder's equity as of the balance sheet date.

                                      F-10
<PAGE>

        For participating  traditional life policies (substantially all of which
        are in the Closed Block),  DAC is amortized over the expected total life
        of the contract group (40 years) as a constant  percentage  based on the
        present  value of the  estimated  gross  margin  amounts  expected to be
        realized  over the life of the contracts  using the expected  investment
        yield. At December 31, 1998, the expected  investment  yield,  excluding
        policy loans, generally ranged from 7.29% grading to 6.5% over a 20 year
        period.   Estimated  gross  margin  includes  anticipated  premiums  and
        investment results less claims and administrative  expenses,  changes in
        the  net  level  premium  reserve  and  expected   annual   policyholder
        dividends.  The  effect  on the  amortization  of DAC  of  revisions  to
        estimated  gross  margins is  reflected  in  earnings in the period such
        estimated  gross  margins are revised.  The effect on the DAC asset that
        would result from realization of unrealized gains (losses) is recognized
        with an  offset to  accumulated  comprehensive  income  in  consolidated
        shareholder's equity as of the balance sheet date.

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

        For  individual  health  benefit  insurance,  DAC is amortized  over the
        expected  average  life of the  contracts  (10 years  for major  medical
        policies  and  20  years  for  disability  income  ("DI")  products)  in
        proportion to anticipated premium revenue at time of issue.

        Policyholders' Account Balances and Future Policy Benefits

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

        For  participating  traditional  life  policies,  future policy  benefit
        liabilities are calculated using a net level premium method on the basis
        of actuarial assumptions equal to guaranteed mortality and dividend fund
        interest  rates.  The  liability  for annual  dividends  represents  the
        accrual of annual dividends  earned.  Terminal  dividends are accrued in
        proportion to gross margins over the life of the contract.

        For non-participating traditional life insurance policies, future policy
        benefit  liabilities  are estimated  using a net level premium method on
        the basis of actuarial  assumptions  as to  mortality,  persistency  and
        interest established at policy issue.  Assumptions established at policy
        issue as to mortality and persistency are based on the Insurance Group's
        experience  which,  together  with  interest  and  expense  assumptions,
        includes a margin for adverse deviation. When the liabilities for future
        policy benefits plus the present value of expected future gross premiums
        for a product are  insufficient  to provide for expected  future  policy
        benefits  and  expenses  for  that  product,  DAC  is  written  off  and
        thereafter,  if required, a premium deficiency reserve is established by
        a charge to earnings.  Benefit  liabilities  for  traditional  annuities
        during the accumulation period are equal to accumulated contractholders'
        fund balances and after  annuitization are equal to the present value of
        expected  future  payments.  Interest  rates used in  establishing  such
        liabilities range from 2.25% to 11.5% for life insurance liabilities and
        from 2.25% to 13.5% for annuity liabilities.

        During  the  fourth  quarter  of  1996  a  loss  recognition   study  of
        participating group annuity contracts and conversion annuities ("Pension
        Par") was completed  which  included  management's  revised  estimate of
        assumptions,  such as expected mortality and future investment  returns.
        The  study's  results   prompted   management  to  establish  a  premium
        deficiency reserve which decreased  earnings from continuing  operations
        and net earnings by $47.5 million ($73.0 million pre-tax).

        Individual  health  benefit  liabilities  for active lives are estimated
        using  the  net  level  premium  method  and  assumptions  as to  future
        morbidity,  withdrawals and interest.  Benefit  liabilities for disabled
        lives are  estimated  using the  present  value of  benefits  method and
        experience assumptions as to claim terminations, expenses and interest.

                                      F-11
<PAGE>

        During  the  fourth  quarter  of  1996,  the  Company  completed  a loss
        recognition  study of the DI business  which  incorporated  management's
        revised  estimates  of  future  experience  with  regard  to  morbidity,
        investment  returns,   claims  and  administration  expenses  and  other
        factors.  The study  indicated DAC was not  recoverable and the reserves
        were  not  sufficient.  Earnings  from  continuing  operations  and  net
        earnings  decreased  by $208.0  million  ($320.0  million  pre-tax) as a
        result of  strengthening  DI reserves by $175.0  million and writing off
        unamortized DAC of $145.0 million related to DI products issued prior to
        July 1993. The determination of DI reserves requires making  assumptions
        and estimates relating to a variety of factors,  including morbidity and
        interest  rates,  claims  experience and lapse rates based on then known
        facts and circumstances. Such factors as claim incidence and termination
        rates can be affected by changes in the economic,  legal and  regulatory
        environments and work ethic.  While management  believes its Pension Par
        and DI  reserves  have been  calculated  on a  reasonable  basis and are
        adequate,  there can be no  assurance  reserves  will be  sufficient  to
        provide for future liabilities.

        Claim  reserves and associated  liabilities  for individual DI and major
        medical  policies were $938.6 million and $886.7 million at December 31,
        1998 and  1997,  respectively.  Incurred  benefits  (benefits  paid plus
        changes in claim reserves) and benefits paid for individual DI and major
        medical  policies   (excluding   reserve   strengthening  in  1996)  are
        summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Incurred benefits related to current year..........  $       202.1       $      190.2       $      189.0
        Incurred benefits related to prior years...........           22.2                2.1               69.1
                                                            -----------------   ----------------   -----------------
        Total Incurred Benefits............................  $       224.3       $      192.3       $      258.1
                                                            =================   ================   =================

        Benefits paid related to current year..............  $        17.0       $       28.8       $       32.6
        Benefits paid related to prior years...............          155.4              146.2              153.3
                                                            -----------------   ----------------   -----------------
        Total Benefits Paid................................  $       172.4       $      175.0       $      185.9
                                                            =================   ================   =================
</TABLE>

        Policyholders' Dividends

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

        At December 31, 1998,  participating  policies,  including  those in the
        Closed Block, represent  approximately 19.9% ($49.3 billion) of directly
        written life insurance in force, net of amounts ceded.

        Federal Income Taxes

        The  Company  files a  consolidated  Federal  income tax return with the
        Holding  Company  and its  consolidated  subsidiaries.  Current  Federal
        income  taxes are charged or credited to  operations  based upon amounts
        estimated to be payable or recoverable as a result of taxable operations
        for the current year.  Deferred  income tax assets and  liabilities  are
        recognized based on the difference between financial  statement carrying
        amounts  and income tax bases of assets and  liabilities  using  enacted
        income tax rates and laws.

        Separate Accounts

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

                                      F-12
<PAGE>

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

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1998, 1997 and 1996,  investment  results of
        such  Separate  Accounts  were $4,591.0  million,  $3,411.1  million and
        $2,970.6 million, respectively.

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

        Employee Stock Option Plan

        The Company  accounts for stock  option  plans  sponsored by the Holding
        Company,   DLJ  and  Alliance  in  accordance  with  the  provisions  of
        Accounting  Principles  Board Opinion  ("APB") No. 25,  "Accounting  for
        Stock Issued to Employees," and related  interpretations.  In accordance
        with the  Statement,  compensation  expense is  recorded  on the date of
        grant only if the current market price of the  underlying  stock exceeds
        the  option  price.  See Note 22 for the pro forma  disclosures  for the
        Holding Company,  DLJ and Alliance required by SFAS No. 123, "Accounting
        for Stock-Based Compensation".

                                      F-13
<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, 1998
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    14,520.8      $       793.6       $      379.6       $    14,934.8
            Mortgage-backed....................        1,807.9               23.3                 .9             1,830.3
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,464.1              107.6                 .7             1,571.0
            States and political subdivisions..           55.0                9.9                -                  64.9
            Foreign governments................          363.3               20.9               30.0               354.2
            Redeemable preferred stock.........          242.7                7.0               11.2               238.5
                                                -----------------  -----------------   ----------------   -----------------
        Total Available for Sale...............  $    18,453.8      $       962.3       $      422.4       $    18,993.7
                                                =================  =================   ================   =================

          Held to Maturity:  Corporate.........  $       125.0      $         -         $        -         $       125.0
                                                =================  =================   ================   =================

        Equity Securities:
          Common stock.........................  $        58.3      $       114.9       $       22.5       $       150.7
                                                =================  =================   ================   =================

        December 31, 1997
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    14,850.5      $       785.0       $       74.5       $    15,561.0
            Mortgage-backed....................        1,702.8               23.5                1.3             1,725.0
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,583.2               83.9                 .6             1,666.5
            States and political subdivisions..           52.8                6.8                 .1                59.5
            Foreign governments................          442.4               44.8                2.0               485.2
            Redeemable preferred stock.........          128.0                6.7                1.0               133.7
                                                -----------------  -----------------   ----------------   -----------------
        Total Available for Sale...............  $    18,759.7      $       950.7       $       79.5       $    19,630.9
                                                =================  =================   ================   =================

        Equity Securities:
          Common stock.........................  $       408.4      $        48.7       $       15.0       $       442.1
                                                =================  =================   ================   =================
</TABLE>

        For publicly traded fixed  maturities and equity  securities,  estimated
        fair  value  is  determined  using  quoted  market  prices.   For  fixed
        maturities  without a readily  ascertainable  market value,  the Company
        determines  an  estimated  fair  value  using  a  discounted  cash  flow
        approach,  including  provisions for credit risk, generally based on the
        assumption  such  securities  will be held to maturity.  Estimated  fair
        values for equity  securities,  substantially all of which do not have a
        readily ascertainable market value, have been determined by the Company.
        Such estimated fair values do not  necessarily  represent the values for
        which  these  securities  could  have  been  sold  at the  dates  of the
        consolidated  balance sheets. At December 31, 1998 and 1997,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,539.9 million and $3,759.2 million,  respectively, had estimated fair
        values of $3,748.5 million and $3,903.9 million, respectively.

                                      F-14
<PAGE>

        The contractual maturity of bonds at December 31, 1998 is shown below:
<TABLE>
<CAPTION>

                                                                                        Available for Sale
                                                                                ------------------------------------
                                                                                   Amortized          Estimated
                                                                                     Cost             Fair Value
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                <C>         
        Due in one year or less................................................  $      324.8       $      323.4
        Due in years two through five..........................................       3,778.2            3,787.9
        Due in years six through ten...........................................       6,543.4            6,594.1
        Due after ten years....................................................       5,756.8            6,219.5
        Mortgage-backed securities.............................................       1,807.9            1,830.3
                                                                                ----------------   -----------------
        Total..................................................................  $   18,211.1       $   18,755.2
                                                                                ================   =================
</TABLE>

        Corporate  bonds held to maturity  with an amortized  cost and estimated
        fair value of $125.0 million are due in one year or less.

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

        The  Insurance  Group's fixed  maturity  investment  portfolio  includes
        corporate high yield  securities  consisting of public high yield bonds,
        redeemable  preferred  stocks and directly  negotiated debt in leveraged
        buyout  transactions.  The Insurance  Group seeks to minimize the higher
        than normal credit risks  associated  with such securities by monitoring
        concentrations  in any single  issuer or a  particular  industry  group.
        Certain of these corporate high yield securities are classified as other
        than  investment  grade by the various rating  agencies,  i.e., a rating
        below Baa or National  Association of Insurance  Commissioners  ("NAIC")
        designation of 3 (medium grade),  4 or 5 (below  investment  grade) or 6
        (in or near default).  At December 31, 1998,  approximately 15.1% of the
        $18,336.1 million aggregate  amortized cost of bonds held by the Company
        was considered to be other than investment grade.

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

        Fixed maturity  investments with  restructured or modified terms are not
        material.

        Investment valuation allowances and changes thereto are shown below:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>         
        Balances, beginning of year........................  $       384.5       $      137.1       $      325.3
        SFAS No. 121 release...............................            -                  -               (152.4)
        Additions charged to income........................           86.2              334.6              125.0
        Deductions for writedowns and
          asset dispositions...............................         (240.1)             (87.2)            (160.8)
                                                            -----------------   ----------------   -----------------
        Balances, End of Year..............................  $       230.6       $      384.5       $      137.1
                                                            =================   ================   =================

        Balances, end of year comprise:
          Mortgage loans on real estate....................  $        34.3       $       55.8       $       50.4
          Equity real estate...............................          196.3              328.7               86.7
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       230.6       $      384.5       $      137.1
                                                            =================   ================   =================
</TABLE>

                                      F-15
<PAGE>

        At December 31, 1998, the carrying value of fixed  maturities  which are
        non-income  producing for the twelve months  preceding the  consolidated
        balance sheet date was $60.8 million.

        At  December  31,  1998 and 1997,  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 $7.0  million  (0.2% of total
        mortgage loans on real estate) and $23.4 million (0.9% 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  $115.1
        million and $183.4 million at December 31, 1998 and 1997,  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 $10.3  million,  $17.2  million and $35.5  million in
        1998, 1997 and 1996, respectively.  Gross interest income on these loans
        included in net investment income aggregated $8.3 million, $12.7 million
        and $28.2 million in 1998, 1997 and 1996, respectively.

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
        related provision for losses were as follows:
<TABLE>
<CAPTION>

                                                                                         December 31,
                                                                            ----------------------------------------
                                                                                   1998                 1997
                                                                            -------------------  -------------------
                                                                                         (In Millions)
        <S>                                                                 <C>                  <C>           
        Impaired mortgage loans with provision for losses..................  $        125.4       $        196.7
        Impaired mortgage loans without provision for losses...............             8.6                  3.6
                                                                            -------------------  -------------------
        Recorded investment in impaired mortgage loans.....................           134.0                200.3
        Provision for losses...............................................           (29.0)               (51.8)
                                                                            -------------------  -------------------
        Net Impaired Mortgage Loans........................................  $        105.0       $        148.5
                                                                            ===================  ===================
</TABLE>

        Impaired mortgage loans without provision for losses are loans where the
        fair value of the  collateral  or the net present  value of the expected
        future cash flows  related to the loan  equals or exceeds  the  recorded
        investment.  Interest income earned on loans where the collateral  value
        is used to measure  impairment  is recorded  on a cash  basis.  Interest
        income  on loans  where the  present  value  method  is used to  measure
        impairment  is accrued on the net  carrying  value amount of the loan at
        the  interest  rate used to  discount  the cash  flows.  Changes  in the
        present  value  attributable  to  changes  in the  amount  or  timing of
        expected cash flows are reported as investment gains or losses.

        During 1998, 1997 and 1996, respectively, the Company's average recorded
        investment in impaired mortgage loans was $161.3 million, $246.9 million
        and  $552.1  million.  Interest  income  recognized  on  these  impaired
        mortgage  loans totaled $12.3  million,  $15.2 million and $38.8 million
        ($.9 million, $2.3 million and $17.9 million recognized on a cash basis)
        for 1998, 1997 and 1996, respectively.

        The Insurance Group's investment in equity real estate is through direct
        ownership  and through  investments  in real estate joint  ventures.  At
        December  31, 1998 and 1997,  the  carrying  value of equity real estate
        held  for  sale  amounted  to  $836.2  million  and  $1,023.5   million,
        respectively. For 1998, 1997 and 1996, respectively, real estate of $7.1
        million,  $152.0 million and $58.7 million was acquired in  satisfaction
        of debt. At December 31, 1998 and 1997, the Company owned $552.3 million
        and  $693.3   million,   respectively,   of  real  estate   acquired  in
        satisfaction of debt.

        Depreciation  of real estate held for  production  of income 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 $374.8  million  and $541.1  million at
        December 31, 1998 and 1997,  respectively.  Depreciation expense on real
        estate totaled $30.5 million,  $74.9 million and $91.8 million for 1998,
        1997 and 1996, respectively.

                                      F-16
<PAGE>

 4)     JOINT VENTURES AND PARTNERSHIPS

        Summarized combined financial information for real estate joint ventures
        (25 and 29  individual  ventures  as of  December  31,  1998  and  1997,
        respectively) and for limited partnership  interests accounted for under
        the equity  method,  in which the  Company  has an  investment  of $10.0
        million or  greater  and an equity  interest  of 10% or  greater,  is as
        follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
       <S>                                                                      <C>                <C>          
        BALANCE SHEETS
        Investments in real estate, at depreciated cost........................  $       913.7      $     1,700.9
        Investments in securities, generally at estimated fair value...........          636.9            1,374.8
        Cash and cash equivalents..............................................           85.9              105.4
        Other assets...........................................................          279.8              584.9
                                                                                ----------------   -----------------
        Total Assets...........................................................  $     1,916.3      $     3,766.0
                                                                                ================   =================

        Borrowed funds - third party...........................................  $       367.1      $       493.4
        Borrowed funds - the Company...........................................           30.1               31.2
        Other liabilities......................................................          197.2              284.0
                                                                                ----------------   -----------------
        Total liabilities......................................................          594.4              808.6
                                                                                ----------------   -----------------

        Partners' capital......................................................        1,321.9            2,957.4
                                                                                ----------------   -----------------
        Total Liabilities and Partners' Capital................................  $     1,916.3      $     3,766.0
                                                                                ================   =================

        Equity in partners' capital included above.............................  $       312.9      $       568.5
        Equity in limited partnership interests not included above.............          442.1              331.8
        Other..................................................................             .7                4.3
                                                                                ----------------   -----------------
        Carrying Value.........................................................  $       755.7      $       904.6
                                                                                ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>         
        STATEMENTS OF EARNINGS
        Revenues of real estate joint ventures.............  $       246.1       $      310.5       $      348.9
        Revenues of other limited partnership interests....          128.9              506.3              386.1
        Interest expense - third party.....................          (33.3)             (91.8)            (111.0)
        Interest expense - the Company.....................           (2.6)              (7.2)             (30.0)
        Other expenses.....................................         (197.0)            (263.6)            (282.5)
                                                            -----------------   ----------------   -----------------
        Net Earnings.......................................  $       142.1       $      454.2       $      311.5
                                                            =================   ================   =================

        Equity in net earnings included above..............  $        59.6       $       76.7       $       73.9
        Equity in net earnings of limited partnership
          interests not included above.....................           22.7               69.5               35.8
        Other..............................................            -                  (.9)                .9
                                                            -----------------   ----------------   -----------------
        Total Equity in Net Earnings.......................  $        82.3       $      145.3       $      110.6
                                                            =================   ================   =================
</TABLE>

                                      F-17
<PAGE>

 5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

        The sources of net investment income are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>         
        Fixed maturities...................................  $     1,489.0       $    1,459.4       $    1,307.4
        Mortgage loans on real estate......................          235.4              260.8              303.0
        Equity real estate.................................          356.1              390.4              442.4
        Other equity investments...........................           83.8              156.9              122.0
        Policy loans.......................................          144.9              177.0              160.3
        Other investment income............................          185.7              181.7              217.4
                                                            -----------------   ----------------   -----------------

          Gross investment income..........................        2,494.9            2,626.2            2,552.5

          Investment expenses..............................         (266.8)            (343.4)            (348.9)
                                                            -----------------   ----------------   -----------------

        Net Investment Income..............................  $     2,228.1       $    2,282.8       $    2,203.6
                                                            =================   ================   =================
</TABLE>

        Investment  gains  (losses),  net,  including  changes in the  valuation
        allowances, are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Fixed maturities...................................  $       (24.3)      $       88.1       $       60.5
        Mortgage loans on real estate......................          (10.9)             (11.2)             (27.3)
        Equity real estate.................................           74.5             (391.3)             (79.7)
        Other equity investments...........................           29.9               14.1               18.9
        Sale of subsidiaries...............................           (2.6)             252.1                -
        Issuance and sales of Alliance Units...............           19.8                -                 20.6
        Issuance and sale of DLJ common stock..............           18.2                3.0                -
        Other..............................................           (4.4)               -                 (2.8)
                                                            -----------------   ----------------   -----------------
        Investment Gains (Losses), Net.....................  $       100.2       $      (45.2)      $       (9.8)
                                                            =================   ================   =================
</TABLE>

        Writedowns of fixed maturities amounted to $101.6 million, $11.7 million
        and $29.9 million for 1998, 1997 and 1996, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted to $136.4  million for 1997. In the fourth quarter of 1997, the
        Company  reclassified  $1,095.4 million  depreciated cost of equity real
        estate from real estate held for the production of income to real estate
        held for sale.  Additions to valuation allowances of $227.6 million were
        recorded upon these  transfers.  Additionally,  in fourth  quarter 1997,
        $132.3  million of  writedowns  on real  estate held for  production  of
        income were recorded.

        For 1998,  1997 and 1996,  respectively,  proceeds  received on sales of
        fixed maturities  classified as available for sale amounted to $15,961.0
        million,  $9,789.7 million and $8,353.5  million.  Gross gains of $149.3
        million,  $166.0  million and $154.2  million and gross  losses of $95.1
        million, $108.8 million and $92.7 million,  respectively,  were realized
        on these  sales.  The change in  unrealized  investment  gains  (losses)
        related to fixed  maturities  classified as available for sale for 1998,
        1997 and 1996 amounted to $(331.7) million,  $513.4 million and $(258.0)
        million, respectively.

        For 1998,  1997 and 1996,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $136.9  million,  $137.5
        million and $136.7 million, respectively.

                                      F-18
<PAGE>

        On June 10, 1997,  Equitable Life sold EREIM (other than its interest in
        Column Financial, Inc.) ("ERE") to Lend Lease Corporation Limited ("Lend
        Lease"),  a  publicly  traded,   international  property  and  financial
        services  company based in Sydney,  Australia.  The total purchase price
        was $400.0  million and consisted of $300.0 million in cash and a $100.0
        million  note  which  was  paid  in  1998.  The  Company  recognized  an
        investment  gain of $162.4  million,  net of Federal income tax of $87.4
        million as a result of this  transaction.  Equitable  Life  entered into
        long-term   advisory   agreements   whereby  ERE  continues  to  provide
        substantially  the same services to Equitable Life's General Account and
        Separate Accounts, for substantially the same fees, as provided prior to
        the sale.

        Through  June  10,  1997  and for the  year  ended  December  31,  1996,
        respectively,  the businesses sold reported  combined  revenues of $91.6
        million and $226.1  million and combined  net earnings of $10.7  million
        and $30.7 million.

        In 1996,  Alliance  acquired the business of Cursitor  Holdings L.P. and
        Cursitor Holdings Limited  (collectively,  "Cursitor") for approximately
        $159.0  million.  The purchase price consisted of $94.3 million in cash,
        1.8 million of Alliance's  publicly traded units ("Alliance  Units"), 6%
        notes  aggregating  $21.5 million payable  ratably over four years,  and
        additional  consideration to be determined at a later date but currently
        estimated to not exceed $10.0 million. The excess of the purchase price,
        including  acquisition costs and minority interest,  over the fair value
        of  Cursitor's  net  assets  acquired  resulted  in the  recognition  of
        intangible assets consisting of costs assigned to contracts acquired and
        goodwill   of   approximately   $122.8   million   and  $38.3   million,
        respectively. The Company recognized an investment gain of $20.6 million
        as a result of the issuance of Alliance  Units in this  transaction.  On
        June 30,  1997,  Alliance  reduced the  recorded  value of goodwill  and
        contracts  associated with Alliance's  acquisition of Cursitor by $120.9
        million.   This  charge   reflected   Alliance's  view  that  Cursitor's
        continuing   decline  in  assets  under   management   and  its  reduced
        profitability,  resulting from relative investment underperformance,  no
        longer supported the carrying value of its investment.  As a result, the
        Company's  earnings from continuing  operations before cumulative effect
        of accounting change for 1997 included a charge of $59.5 million, net of
        a Federal  income tax benefit of $10.0 million and minority  interest of
        $51.4  million.  The  remaining  balance of  intangible  assets is being
        amortized  over its estimated  useful life of 20 years.  At December 31,
        1998, the Company's ownership of Alliance Units was approximately 56.7%.

                                      F-19
<PAGE>

        Net unrealized  investment gains (losses),  included in the consolidated
        balance  sheets as a component of accumulated  comprehensive  income and
        the changes for the corresponding years, are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Balance, beginning of year.........................  $       533.6       $      189.9       $      396.5
        Changes in unrealized investment gains (losses)....         (242.4)             543.3             (297.6)
        Changes in unrealized investment losses
          (gains) attributable to:
            Participating group annuity contracts..........           (5.7)              53.2                -
            DAC............................................           13.2              (89.0)              42.3
            Deferred Federal income taxes..................           85.4             (163.8)              48.7
                                                            -----------------   ----------------   -----------------
        Balance, End of Year...............................  $       384.1       $      533.6       $      189.9
                                                            =================   ================   =================

        Balance, end of year comprises:
          Unrealized investment gains on:
            Fixed maturities...............................  $       539.9       $      871.2       $      357.8
            Other equity investments.......................           92.4               33.7               31.6
            Other, principally Closed Block................          111.1               80.9               53.1
                                                            -----------------   ----------------   -----------------
              Total........................................          743.4              985.8              442.5
          Amounts of unrealized investment gains
            attributable to:
              Participating group annuity contracts........          (24.7)             (19.0)             (72.2)
              DAC..........................................         (127.8)            (141.0)             (52.0)
              Deferred Federal income taxes................         (206.8)            (292.2)            (128.4)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       384.1       $      533.6       $      189.9
                                                            =================   ================   =================
</TABLE>

 6)     ACCUMULATED OTHER COMPREHENSIVE INCOME

        Accumulated other comprehensive  income represents  cumulative gains and
        losses on items that are not reflected in earnings. The balances for the
        years 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Unrealized gains on investments....................  $       384.1       $      533.6       $      189.9
        Minimum pension liability..........................          (28.3)             (17.3)             (12.9)
                                                            -----------------   ----------------   -----------------
        Total Accumulated Other
          Comprehensive Income.............................  $       355.8       $      516.3       $      177.0
                                                            =================   ================   =================
</TABLE>

                                      F-20
<PAGE>

        The components of other  comprehensive  income for the years 1998,  1997
        and 1996 are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>          
        Net unrealized gains (losses) on investment
          securities:
          Net unrealized gains (losses) arising during
            the period.....................................  $      (186.1)      $      564.0       $     (249.8)
          Reclassification adjustment for (gains) losses
            included in net earnings.......................          (56.3)             (20.7)             (47.8)
                                                            -----------------   ----------------   -----------------

        Net unrealized gains (losses) on investment
          securities.......................................         (242.4)             543.3             (297.6)
        Adjustments for policyholder liabilities,
          DAC and deferred
          Federal income taxes.............................           92.9             (199.6)              91.0
                                                            -----------------   ----------------   -----------------
        Change in unrealized gains (losses), net of
          reclassification and adjustments.................         (149.5)             343.7             (206.6)
        Change in minimum pension liability................          (11.0)              (4.4)              22.2
                                                            -----------------   ----------------   -----------------
        Total Other Comprehensive Income...................  $      (160.5)      $      339.3       $     (184.4)
                                                            =================   ================   =================
</TABLE>

 7)     CLOSED BLOCK

        Summarized financial information for the Closed Block follows:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>    
        Assets
        Fixed Maturities:
          Available for sale, at estimated fair value (amortized cost,
            $4,149.0 and $4,059.4)...........................................  $    4,373.2         $    4,231.0
        Mortgage loans on real estate........................................       1,633.4              1,341.6
        Policy loans.........................................................       1,641.2              1,700.2
        Cash and other invested assets.......................................          86.5                282.0
        DAC..................................................................         676.5                775.2
        Other assets.........................................................         221.6                236.6
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    8,632.4         $    8,566.6
                                                                              =================    =================

        Liabilities
        Future policy benefits and policyholders' account balances...........  $    9,013.1         $    8,993.2
        Other liabilities....................................................          63.9                 80.5
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    9,077.0         $    9,073.7
                                                                              =================    =================
</TABLE>

                                      F-21
<PAGE>

<TABLE>
<CAPTION>
                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                   <C>                 <C>                <C>         
        Revenues
        Premiums and other revenue.........................  $       661.7       $      687.1       $      724.8
        Investment income (net of investment
          expenses of $15.5, $27.0 and $27.3)..............          569.7              574.9              546.6
        Investment losses, net.............................             .5              (42.4)              (5.5)
                                                            -----------------   ----------------   -----------------
              Total revenues...............................        1,231.9            1,219.6            1,265.9
                                                            -----------------   ----------------   -----------------

        Benefits and Other Deductions
        Policyholders' benefits and dividends..............        1,082.0            1,066.7            1,106.3
        Other operating costs and expenses.................           62.8               50.4               34.6
                                                            -----------------   ----------------   -----------------
              Total benefits and other deductions..........        1,144.8            1,117.1            1,140.9
                                                            -----------------   ----------------   -----------------

        Contribution from the Closed Block.................  $        87.1       $      102.5       $      125.0
                                                            =================   ================   =================
</TABLE>

        At December 31, 1998 and 1997, problem mortgage loans on real estate had
        an amortized  cost of $5.1 million and $8.1 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had an amortized  cost of $26.0 million and $70.5 million,
        respectively.

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
        related provision for losses were as follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>          
        Impaired mortgage loans with provision for losses......................  $        55.5      $       109.1
        Impaired mortgage loans without provision for losses...................            7.6                 .6
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................           63.1              109.7
        Provision for losses...................................................          (10.1)             (17.4)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        53.0      $        92.3
                                                                                ================   =================
</TABLE>

        During  1998,  1997  and  1996,  the  Closed  Block's  average  recorded
        investment in impaired mortgage loans was $85.5 million,  $110.2 million
        and $153.8 million,  respectively.  Interest income  recognized on these
        impaired  mortgage  loans totaled $4.7  million,  $9.4 million and $10.9
        million  ($1.5  million,  $4.1 million and $4.7 million  recognized on a
        cash basis) for 1998, 1997 and 1996, respectively.

        Valuation  allowances  amounted to $11.1  million  and $18.5  million on
        mortgage  loans on real estate and $15.4  million  and $16.8  million on
        equity real estate at December  31, 1998 and 1997,  respectively.  As of
        January  1,  1996,  the  adoption  of  SFAS  No.  121  resulted  in  the
        recognition of impairment losses of $5.6 million on real estate held for
        production of income.  Writedowns of fixed  maturities  amounted to $3.5
        million and $12.8 million for 1997 and 1996, respectively. Writedowns of
        equity real estate  subsequent  to the adoption of SFAS No. 121 amounted
        to $28.8 million for 1997.

        In the fourth quarter of 1997, $72.9 million  depreciated cost of equity
        real estate held for  production  of income was  reclassified  to equity
        real estate held for sale.  Additions to valuation  allowances  of $15.4
        million were  recorded  upon these  transfers.  Additionally,  in fourth
        quarter  1997,  $28.8  million of  writedowns  on real  estate  held for
        production of income were recorded.

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

                                      F-22
<PAGE>

 8)     DISCONTINUED OPERATIONS

        Summarized financial information for discontinued operations follows:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>         
        Assets
        Mortgage loans on real estate........................................  $      553.9         $      635.2
        Equity real estate...................................................         611.0                874.5
        Other equity investments.............................................         115.1                209.3
        Other invested assets................................................          24.9                152.4
                                                                              -----------------    -----------------
          Total investments..................................................       1,304.9              1,871.4
        Cash and cash equivalents............................................          34.7                106.8
        Other assets.........................................................         219.0                243.8
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    1,558.6         $    2,222.0
                                                                              =================    =================

        Liabilities
        Policyholders' liabilities...........................................  $    1,021.7         $    1,048.3
        Allowance for future losses..........................................         305.1                259.2
        Amounts due to continuing operations.................................           2.7                572.8
        Other liabilities....................................................         229.1                341.7
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    1,558.6         $    2,222.0
                                                                              =================    =================
</TABLE>

<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>              <C>                 <C>   
        Revenues
        Investment income (net of investment
          expenses of $63.3, $97.3 and $127.5).............  $       160.4       $      188.6       $      245.4
        Investment gains (losses), net.....................           35.7             (173.7)             (18.9)
        Policy fees, premiums and other income.............           (4.3)                .2                 .2
                                                            -----------------   ----------------   -----------------
        Total revenues.....................................          191.8               15.1              226.7

        Benefits and other deductions......................          141.5              169.5              250.4
        Earnings added (losses charged) to allowance
          for future losses................................           50.3             (154.4)             (23.7)
                                                            -----------------   ----------------   -----------------
        Pre-tax loss from operations.......................            -                  -                  -
        Pre-tax earnings from releasing (loss from
          strengthening) of the allowance for future
          losses...........................................            4.2             (134.1)            (129.0)
        Federal income tax (expense) benefit...............           (1.5)              46.9               45.2
                                                            -----------------   ----------------   -----------------
        Earnings (Loss) from Discontinued Operations.......  $         2.7       $      (87.2)      $      (83.8)
                                                            =================   ================   =================
</TABLE>

        The Company's  quarterly process for evaluating the allowance for future
        losses  applies  the  current   period's  results  of  the  discontinued
        operations against the allowance, re-estimates future losses and adjusts
        the allowance,  if appropriate.  Additionally,  as part of the Company's
        annual planning  process which takes place in the fourth quarter of each
        year,  investment and benefit cash flow projections are prepared.  These
        updated  assumptions and estimates resulted in a release of allowance in
        1998 and strengthening of allowance in 1997 and 1996.

                                      F-23
<PAGE>

        In the fourth quarter of 1997, $329.9 million depreciated cost of equity
        real estate was reclassified from equity real estate held for production
        of  income  to  real  estate  held  for  sale.  Additions  to  valuation
        allowances  of $79.8  million  were  recognized  upon  these  transfers.
        Additionally,  in fourth  quarter  1997,  $92.5 million of writedowns on
        real estate held for production of income were recognized.

        Benefits and other deductions includes $26.6 million,  $53.3 million and
        $114.3  million of interest  expense  related to amounts  borrowed  from
        continuing operations in 1998, 1997 and 1996, respectively.

        Valuation  allowances  amounted  to $3.0  million  and $28.4  million on
        mortgage  loans on real estate and $34.8  million  and $88.4  million on
        equity real estate at December  31, 1998 and 1997,  respectively.  As of
        January 1, 1996,  the  adoption of SFAS No. 121 resulted in a release of
        existing valuation allowances of $71.9 million on equity real estate and
        recognition  of  impairment  losses of $69.8 million on real estate held
        for production of income. Writedowns of equity real estate subsequent to
        the adoption of SFAS No. 121 amounted to $95.7 million and $12.3 million
        for 1997 and 1996, respectively.

        At December 31, 1998 and 1997, problem mortgage loans on real estate had
        amortized  costs of $1.1 million and $11.0  million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had  amortized  costs of $3.5 million and $109.4  million,
        respectively.

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
        related provision for losses were as follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                <C>          
        Impaired mortgage loans with provision for losses......................  $         6.7      $       101.8
        Impaired mortgage loans without provision for losses...................            8.5                 .2
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................           15.2              102.0
        Provision for losses...................................................           (2.1)             (27.3)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        13.1      $        74.7
                                                                                ================   =================
</TABLE>

        During  1998,  1997  and  1996,  the  discontinued  operations'  average
        recorded investment in impaired mortgage loans was $73.3 million,  $89.2
        million and $134.8 million, respectively.  Interest income recognized on
        these  impaired  mortgage  loans totaled $4.7 million,  $6.6 million and
        $10.1 million ($3.4 million, $5.3 million and $7.5 million recognized on
        a cash basis) for 1998, 1997 and 1996, respectively.

        At December  31, 1998 and 1997,  discontinued  operations  had  carrying
        values of $50.0 million and $156.2 million, respectively, of real estate
        acquired in satisfaction of debt.

                                      F-24
<PAGE>

 9)     SHORT-TERM AND LONG-TERM DEBT

        Short-term and long-term debt consists of the following:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>         
        Short-term debt......................................................  $      179.3         $      422.2
                                                                              -----------------    -----------------
        Long-term debt:
        Equitable Life:
          6.95% surplus notes scheduled to mature 2005.......................         399.4                399.4
          7.70% surplus notes scheduled to mature 2015.......................         199.7                199.7
          Other..............................................................            .3                   .3
                                                                              -----------------    -----------------
              Total Equitable Life...........................................         599.4                599.4
                                                                              -----------------    -----------------
        Wholly Owned and Joint Venture Real Estate:
          Mortgage notes, 5.91% - 12.00%, due through 2017...................         392.2                676.6
                                                                              -----------------    -----------------
        Alliance:
          Other..............................................................          10.8                 18.5
                                                                              -----------------    -----------------
        Total long-term debt.................................................       1,002.4              1,294.5
                                                                              -----------------    -----------------

        Total Short-term and Long-term Debt..................................  $    1,181.7         $    1,716.7
                                                                              =================    =================
</TABLE>

        Short-term Debt

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying  interest rates and expires in September
        2000. The interest rates are based on external indices  dependent on the
        type of  borrowing  and at December  31, 1998 range from 5.23% to 7.75%.
        There were no borrowings  outstanding under this bank credit facility at
        December 31, 1998.

        Equitable  Life has a  commercial  paper  program with an issue limit of
        $500.0 million. This program is available for general corporate purposes
        used to support  Equitable  Life's  liquidity  needs and is supported by
        Equitable  Life's  existing  $350.0  million  bank credit  facility.  At
        December  31,  1998,  there were no  borrowings  outstanding  under this
        program.

        During  July 1998,  Alliance  entered  into a $425.0  million  five-year
        revolving  credit  facility  with a  group  of  commercial  banks  which
        replaced a $250.0 million revolving credit facility. Under the facility,
        the  interest  rate,  at the  option of  Alliance,  is a  floating  rate
        generally  based upon a defined prime rate, a rate related to the London
        Interbank  Offered Rate  ("LIBOR") or the Federal Funds Rate. A facility
        fee is payable on the total facility.  During  September 1998,  Alliance
        increased the size of its  commercial  paper program from $250.0 million
        to $425.0  million.  Borrowings  from these two  sources  may not exceed
        $425.0 million in the aggregate.  The revolving credit facility provides
        backup liquidity for commercial paper issued under Alliance's commercial
        paper  program  and can be used as a direct  source  of  borrowing.  The
        revolving credit facility contains  covenants which require Alliance to,
        among other things,  meet certain  financial  ratios. As of December 31,
        1998, Alliance had commercial paper outstanding  totaling $179.5 million
        at an  effective  interest  rate of 5.5% and  there  were no  borrowings
        outstanding under Alliance's revolving credit facility.

        Long-term Debt

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

                                      F-25
<PAGE>

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $640.2  million and  $1,164.0  million at December 31, 1998
        and  1997,  respectively,  as  collateral  for  certain  short-term  and
        long-term debt.

        At December 31, 1998,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1999 and the succeeding
        four years are $322.8 million,  $6.9 million, $1.7 million, $1.8 million
        and $2.0 million, respectively, and $668.0 million thereafter.

10)     FEDERAL INCOME TAXES

        A  summary  of the  Federal  income  tax  expense  in  the  consolidated
        statements of earnings is shown below:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>         
        Federal income tax expense (benefit):
          Current..........................................  $       283.3       $      186.5       $       97.9
          Deferred.........................................           69.8              (95.0)             (88.2)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       353.1       $       91.5       $        9.7
                                                            =================   ================   =================
</TABLE>

        The Federal income taxes  attributable  to  consolidated  operations are
        different from the amounts determined by multiplying the earnings before
        Federal  income  taxes and  minority  interest by the  expected  Federal
        income  tax  rate of 35%.  The  sources  of the  difference  and the tax
        effects of each are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Expected Federal income tax expense................  $       414.3       $      234.7       $       73.0
        Non-taxable minority interest......................          (33.2)             (38.0)             (28.6)
        Adjustment of tax audit reserves...................           16.0              (81.7)               6.9
        Equity in unconsolidated subsidiaries..............          (39.3)             (45.1)             (32.3)
        Other..............................................           (4.7)              21.6               (9.3)
                                                            -----------------   ----------------   -----------------
        Federal Income Tax Expense.........................  $       353.1       $       91.5       $        9.7
                                                            =================   ================   =================
</TABLE>

        The components of the net deferred Federal income taxes are as follows:
<TABLE>
<CAPTION>

                                                       December 31, 1998                  December 31, 1997
                                                ---------------------------------  ---------------------------------
                                                    Assets         Liabilities         Assets         Liabilities
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (In Millions)
        <S>                                      <C>              <C>               <C>               <C>        
        Compensation and related benefits......  $     235.3      $        -        $      257.9      $       -
        Other..................................         27.8               -                30.7              -
        DAC, reserves and reinsurance..........          -               231.4               -              222.8
        Investments............................          -               364.4               -              405.7
                                                ---------------  ----------------  ---------------   ---------------
        Total..................................  $     263.1      $      595.8      $      288.6      $     628.5
                                                ===============  ================  ===============   ===============
</TABLE>

                                      F-26
<PAGE>

        The deferred Federal income taxes impacting  operations  reflect the net
        tax effects of temporary  differences  between the  carrying  amounts of
        assets and liabilities for financial  reporting purposes and the amounts
        used for income tax purposes. The sources of these temporary differences
        and the tax effects of each are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                   <C>              <C>                <C>   
        DAC, reserves and reinsurance......................  $        (7.7)      $       46.2       $     (156.2)
        Investments........................................           46.8             (113.8)              78.6
        Compensation and related benefits..................           28.6                3.7               22.3
        Other..............................................            2.1              (31.1)             (32.9)
                                                            -----------------   ----------------   -----------------
        Deferred Federal Income Tax
          Expense (Benefit)................................  $        69.8       $      (95.0)      $      (88.2)
                                                            =================   ================   =================
</TABLE>

        The Internal  Revenue Service (the "IRS") is in the process of examining
        the Holding  Company's  consolidated  Federal income tax returns for the
        years 1992 through 1996.  Management  believes these audits will have no
        material adverse effect on the Company's results of operations.

11)     REINSURANCE AGREEMENTS

        The Insurance Group assumes and cedes  reinsurance  with other insurance
        companies.  The Insurance Group evaluates the financial condition of its
        reinsurers to minimize its exposure to significant losses from reinsurer
        insolvencies. Ceded reinsurance does not relieve the originating insurer
        of  liability.  The  effect of  reinsurance  (excluding  group  life and
        health) is summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Direct premiums....................................  $       438.8       $      448.6       $      461.4
        Reinsurance assumed................................          203.6              198.3              177.5
        Reinsurance ceded..................................          (54.3)             (45.4)             (41.3)
                                                            -----------------   ----------------   -----------------
        Premiums...........................................  $       588.1       $      601.5       $      597.6
                                                            =================   ================   =================

        Universal Life and Investment-type Product
          Policy Fee Income Ceded..........................  $        75.7       $       61.0       $       48.2
                                                            =================   ================   =================
        Policyholders' Benefits Ceded......................  $        85.9       $       70.6       $       54.1
                                                            =================   ================   =================
        Interest Credited to Policyholders' Account
          Balances Ceded...................................  $        39.5       $       36.4       $       32.3
                                                            =================   ================   =================
</TABLE>

        Beginning in May 1997, the Company began  reinsuring on a yearly renewal
        term basis 90% of the  mortality  risk on new  issues of  certain  term,
        universal  and  variable  life  products.  During  1996,  the  Company's
        retention  limit on joint  survivorship  policies was increased to $15.0
        million.  Effective  January 1, 1994,  all in force  business above $5.0
        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
        a third party  insurance  company.  Premiums ceded totaled $1.3 million,
        $1.6  million and $2.4  million for 1998,  1997 and 1996,  respectively.
        Ceded death and disability benefits totaled $15.6 million,  $4.3 million
        and $21.2  million  for 1998,  1997 and  1996,  respectively.  Insurance
        liabilities  ceded totaled $560.3 million and $593.8 million at December
        31, 1998 and 1997, respectively.

                                      F-27
<PAGE>

12)     EMPLOYEE BENEFIT PLANS

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

        Components  of net periodic  pension cost (credit) for the qualified and
        non-qualified plans are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Service cost.......................................  $        33.2       $       32.5       $       33.8
        Interest cost on projected benefit obligations.....          129.2              128.2              120.8
        Actual return on assets............................         (175.6)            (307.6)            (181.4)
        Net amortization and deferrals.....................            6.1              166.6               43.4
                                                            -----------------   ----------------   -----------------
        Net Periodic Pension Cost (Credit).................  $        (7.1)      $       19.7       $       16.6
                                                            =================   ================   =================
</TABLE>

        The  plan's  projected  benefit   obligation  under  the  qualified  and
        non-qualified plans was comprised of:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>         
        Benefit obligation, beginning of year..................................  $    1,801.3       $    1,765.5
        Service cost...........................................................          33.2               32.5
        Interest cost..........................................................         129.2              128.2
        Actuarial (gains) losses...............................................         108.4              (15.5)
        Benefits paid..........................................................        (138.7)            (109.4)
                                                                                ----------------   -----------------
        Benefit Obligation, End of Year........................................  $    1,933.4       $    1,801.3
                                                                                ================   =================
</TABLE>

        The funded status of the qualified and non-qualified pension plans is as
        follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>         
        Plan assets at fair value, beginning of year...........................  $    1,867.4       $    1,626.0
        Actual return on plan assets...........................................         338.9              307.5
        Contributions..........................................................           -                 30.0
        Benefits paid and fees.................................................        (123.2)             (96.1)
                                                                                ----------------   -----------------
        Plan assets at fair value, end of year.................................       2,083.1            1,867.4
        Projected benefit obligations..........................................       1,933.4            1,801.3
                                                                                ----------------   -----------------
        Projected benefit obligations less than plan assets....................         149.7               66.1
        Unrecognized prior service cost........................................          (7.5)              (9.9)
        Unrecognized net loss from past experience different
          from that assumed....................................................          38.7               95.0
        Unrecognized net asset at transition...................................           1.5                3.1
                                                                                ----------------   -----------------
        Prepaid  Pension Cost..................................................  $      182.4       $      154.3
                                                                                ================   =================
</TABLE>

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.0% and 3.83%, respectively,  at December 31, 1998 and
        7.25% and 4.07%,  respectively,  at December 31, 1997.  As of January 1,
        1998 and 1997,  the expected  long-term rate of return on assets for the
        retirement plan was 10.25%.

                                      F-28
<PAGE>

        The  Company  recorded,  as  a  reduction  of  shareholders'  equity  an
        additional minimum pension liability of $28.3 million and $17.3 million,
        net  of  Federal   income   taxes,   at  December  31,  1998  and  1997,
        respectively,  primarily  representing  the  excess  of the  accumulated
        benefit  obligation  of the  qualified  pension  plan  over the  accrued
        liability.

        The  pension  plan's  assets  include   corporate  and  government  debt
        securities,  equity  securities,  equity real estate and shares of group
        trusts managed by Alliance.

        Prior to 1987, the qualified plan funded participants'  benefits through
        the purchase of non-participating annuity contracts from Equitable Life.
        Benefit payments under these contracts were approximately $31.8 million,
        $33.2 million and $34.7 million for 1998, 1997 and 1996, respectively.

        The  Company  provides  certain  medical  and  life  insurance  benefits
        (collectively,  "postretirement  benefits")  for  qualifying  employees,
        managers and agents  retiring from the Company (i) on or after attaining
        age 55 who  have at  least  10  years  of  service  or (ii) on or  after
        attaining  age 65 or (iii) whose jobs have been  abolished  and who have
        attained age 50 with 20 years of service.  The life  insurance  benefits
        are related to age and salary at retirement. The costs of postretirement
        benefits are  recognized in accordance  with the  provisions of SFAS No.
        106. The Company  continues to fund  postretirement  benefits costs on a
        pay-as-you-go  basis and,  for 1998,  1997 and 1996,  the  Company  made
        estimated  postretirement  benefits  payments  of $28.4  million,  $18.7
        million and $18.9 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>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>         
        Service cost.......................................  $         4.6       $        4.5       $        5.3
        Interest cost on accumulated postretirement
          benefits obligation..............................           33.6               34.7               34.6
        Net amortization and deferrals.....................             .5                1.9                2.4
                                                            -----------------   ----------------   -----------------
        Net Periodic Postretirement Benefits Costs.........  $        38.7       $       41.1       $       42.3
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
       <S>                                                                      <C>                <C>
        Accumulated postretirement benefits obligation, beginning
          of year..............................................................  $      490.8       $      388.5
        Service cost...........................................................           4.6                4.5
        Interest cost..........................................................          33.6               34.7
        Contributions and benefits paid........................................         (28.4)              72.1
        Actuarial (gains) losses...............................................         (10.2)              (9.0)
                                                                                ----------------   -----------------
        Accumulated postretirement benefits obligation, end of year............         490.4              490.8
        Unrecognized prior service cost........................................          31.8               40.3
        Unrecognized net loss from past experience different
          from that assumed and from changes in assumptions....................        (121.2)            (140.6)
                                                                                ----------------   -----------------
        Accrued Postretirement Benefits Cost...................................  $      401.0       $      390.5
                                                                                ================   =================
</TABLE>

        Since January 1, 1994,  costs to the Company for providing these medical
        benefits  available  to  retirees  under  age 65 are the  same as  those
        offered to active employees and medical benefits will be limited to 200%
        of 1993 costs for all participants.

                                      F-29
<PAGE>

        The  assumed   health  care  cost  trend  rate  used  in  measuring  the
        accumulated   postretirement  benefits  obligation  was  8.0%  in  1998,
        gradually  declining  to 2.5% in the year  2009,  and in 1997 was 8.75%,
        gradually declining to 2.75% in the year 2009. The discount rate used in
        determining the accumulated  postretirement benefits obligation was 7.0%
        and 7.25% at December 31, 1998 and 1997, respectively.

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1998
        would be  increased  4.83%.  The effect of this change on the sum of the
        service  cost and  interest  cost would be an increase of 4.57%.  If the
        health  care  cost  trend  rate  assumptions  were  decreased  by 1% the
        accumulated  postretirement  benefits obligation as of December 31, 1998
        would be decreased by 5.6%.  The effect of this change on the sum of the
        service cost and interest cost would be a decrease of 5.4%.

13)     DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

        Derivatives

        The Insurance Group primarily uses derivatives for asset/liability  risk
        management and for hedging individual securities. Derivatives mainly are
        utilized to reduce the  Insurance  Group's  exposure  to  interest  rate
        fluctuations.  Accounting for interest rate swap  transactions  is on an
        accrual   basis.   Gains  and  losses  related  to  interest  rate  swap
        transactions are amortized as yield  adjustments over the remaining life
        of the underlying  hedged  security.  Income and expense  resulting from
        interest rate swap  activities are reflected in net  investment  income.
        The  notional  amount of  matched  interest  rate swaps  outstanding  at
        December  31,  1998 and  1997,  respectively,  was  $880.9  million  and
        $1,353.4  million.  The average  unexpired  terms at  December  31, 1998
        ranged from 1 month to 4.3 years.  At  December  31,  1998,  the cost of
        terminating  swaps in a loss position was $8.0 million.  Equitable  Life
        has implemented an interest rate cap program designed to hedge crediting
        rates  on   interest-sensitive   individual  annuities  contracts.   The
        outstanding notional amounts at December 31, 1998 of contracts purchased
        and sold were $8,450.0 million and $875.0 million, respectively. The net
        premium paid by Equitable Life on these  contracts was $54.8 million and
        is being amortized ratably over the contract periods ranging from 1 to 5
        years.  Income and expense  resulting from this program are reflected as
        an adjustment to interest credited to policyholders' account balances.

        Substantially  all of DLJ's  activities  related to derivatives  are, by
        their nature trading  activities  which are primarily for the purpose of
        customer accommodations.  DLJ enters into certain contractual agreements
        referred to as derivatives or  off-balance-sheet  financial  instruments
        involving  futures,  forwards and options.  DLJ's derivative  activities
        consist of writing  over-the-counter  ("OTC") options to accommodate its
        customer  needs,  trading in forward  contracts in U.S.  government  and
        agency  issued or  guaranteed  securities  and in futures  contracts  on
        equity-based  indices,  interest rate  instruments  and  currencies  and
        issuing   structured   products  based  on  emerging  market   financial
        instruments  and  indices.  DLJ's  involvement  in  swap  contracts  and
        commodity derivative instruments is not significant.

        Fair Value of Financial Instruments

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

        Certain  financial  instruments  are  excluded,  particularly  insurance
        liabilities  other than financial  guarantees and investment  contracts.
        Fair market  value of  off-balance-sheet  financial  instruments  of the
        Insurance Group was not material at December 31, 1998 and 1997.

                                      F-30
<PAGE>

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

        Fair values of policy loans are estimated by discounting  the face value
        of the  loans  from the time of the next  interest  rate  review  to the
        present,  at a rate equal to the excess of the current  estimated market
        rates over the current interest rate charged on the loan.

        The estimated fair values for the Company's  association plan contracts,
        supplementary contracts not involving life contingencies  ("SCNILC") and
        annuities  certain,   which  are  included  in  policyholders'   account
        balances,   and  guaranteed   interest  contracts  are  estimated  using
        projected cash flows  discounted at rates  reflecting  expected  current
        offering rates.

        The  estimated  fair values for variable  deferred  annuities and single
        premium   deferred   annuities   ("SPDA"),   which   are   included   in
        policyholders'  account  balances,  are  estimated  by  discounting  the
        account  value back from the time of the next  crediting  rate review to
        the present,  at a rate equal to the excess of current  estimated market
        rates offered on new policies over the current crediting rates.

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

        The following  table  discloses  carrying value and estimated fair value
        for financial instruments not otherwise disclosed in Notes 3, 7 and 8:
<TABLE>
<CAPTION>

                                                                           December 31,
                                                --------------------------------------------------------------------
                                                              1998                               1997
                                                ---------------------------------  ---------------------------------
                                                   Carrying         Estimated         Carrying         Estimated
                                                    Value          Fair Value          Value           Fair Value
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (In Millions)
        <S>                                     <C>              <C>               <C>               <C>         
        Consolidated Financial Instruments:
        Mortgage loans on real estate..........  $    2,809.9     $     2,961.8     $     2,611.4     $    2,822.8
        Other limited partnership interests....         562.6             562.6             509.4            509.4
        Policy loans...........................       2,086.7           2,370.7           2,422.9          2,493.9
        Policyholders' account balances -
          investment contracts.................      12,892.0          13,396.0          12,611.0         12,714.0
        Long-term debt.........................       1,002.4           1,025.2           1,294.5          1,257.0

        Closed Block Financial Instruments:
        Mortgage loans on real estate..........       1,633.4           1,703.5           1,341.6          1,420.7
        Other equity investments...............          56.4              56.4              86.3             86.3
        Policy loans...........................       1,641.2           1,929.7           1,700.2          1,784.2
        SCNILC liability.......................          25.0              25.0              27.6             30.3

        Discontinued Operations Financial
        Instruments:
        Mortgage loans on real estate..........         553.9             599.9             655.5            779.9
        Fixed maturities.......................          24.9              24.9              38.7             38.7
        Other equity investments...............         115.1             115.1             209.3            209.3
        Guaranteed interest contracts..........          37.0              34.0              37.0             34.0
        Long-term debt.........................         147.1             139.8             296.4            297.6
</TABLE>

                                      F-31
<PAGE>

14)     COMMITMENTS AND CONTINGENT LIABILITIES

        The Company  has  provided,  from time to time,  certain  guarantees  or
        commitments  to  affiliates,  investors and others.  These  arrangements
        include commitments by the Company,  under certain  conditions:  to make
        capital  contributions of up to $142.9 million to affiliated real estate
        joint  ventures;  and to provide  equity  financing  to certain  limited
        partnerships of $287.3 million at December 31, 1998, under existing loan
        or loan commitment agreements.

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

        The Insurance  Group had $24.7 million of letters of credit  outstanding
        at December 31, 1998.

15)     LITIGATION

        Major Medical Insurance Cases

        Equitable Life agreed to settle,  subject to court approval,  previously
        disclosed cases involving  lifetime  guaranteed  renewable major medical
        insurance  policies issued by Equitable Life in five states.  Plaintiffs
        in these cases  claimed that  Equitable  Life's  method for  determining
        premium  increases  breached the terms of certain  forms of the policies
        and was  misrepresented.  In certain cases  plaintiffs also claimed that
        Equitable Life  misrepresented  to policyholders  that premium increases
        had been  approved  by  insurance  departments,  and that it  determined
        annual  rate  increases  in a  manner  that  discriminated  against  the
        policyholders.

        In December 1997,  Equitable  Life entered into a settlement  agreement,
        subject  to  court  approval,  which  would  result  in  creation  of  a
        nationwide class consisting of all persons holding,  and paying premiums
        on, the  policies  at any time since  January 1, 1988 and the  dismissal
        with prejudice of the pending  actions and the resolution of all similar
        claims on a nationwide basis.  Under the terms of the settlement,  which
        involves   approximately  127,000  former  and  current   policyholders,
        Equitable  Life would pay $14.2  million in exchange  for release of all
        claims and will provide future relief to certain  current  policyholders
        by  restricting  future premium  increases,  estimated to have a present
        value of $23.3 million.  This estimate is based upon  assumptions  about
        future events that cannot be predicted  with  certainty and  accordingly
        the actual value of the future  relief may vary.  In October  1998,  the
        court entered a judgment  approving  the  settlement  agreement  and, in
        November, a member of the national class filed a notice of appeal of the
        judgment. In January 1999, the Court of Appeals granted Equitable Life's
        motion to dismiss the appeal.

        Life Insurance and Annuity Sales Cases

        A number of lawsuits  are  pending as  individual  claims and  purported
        class  actions  against  Equitable  Life  and its  subsidiary  insurance
        companies Equitable Variable Life Insurance Company ("EVLICO," which was
        merged into Equitable Life effective  January 1, 1997) and The Equitable
        of Colorado,  Inc. ("EOC").  These actions involve,  among other things,
        sales of life and annuity  products for varying periods from 1980 to the
        present,    and   allege,    among   other   things,    sales   practice
        misrepresentation  primarily  involving:  the number of premium payments
        required;  the  propriety  of a product as an  investment  vehicle;  the
        propriety  of a product as a  replacement  of an  existing  policy;  and
        failure to  disclose a product as life  insurance.  Some  actions are in
        state  courts  and  others  are  in  U.S.  District  Courts  in  varying
        jurisdictions,  and are in varying  stages of discovery  and motions for
        class certification.

                                      F-32
<PAGE>

        In general,  the plaintiffs  request an  unspecified  amount of damages,
        punitive damages,  enjoinment from the described practices,  prohibition
        against  cancellation  of policies for  non-payment  of premium or other
        remedies, as well as attorneys' fees and expenses.  Similar actions have
        been filed against  other life and health  insurers and have resulted in
        the  award of  substantial  judgments,  including  material  amounts  of
        punitive damages, or in substantial settlements. Although the outcome of
        litigation cannot be predicted with certainty, particularly in the early
        stages  of an  action,  The  Equitable's  management  believes  that the
        ultimate  resolution  of these cases should not have a material  adverse
        effect on the  financial  position  of The  Equitable.  The  Equitable's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not any such  litigation  will have a material  adverse effect on The
        Equitable's results of operations in any particular period.

        Discrimination Case

        Equitable Life is a defendant in an action,  certified as a class action
        in September  1997, in the United States District Court for the Northern
        District of Alabama, Southern Division, involving alleged discrimination
        on the basis of race against  African-American  applicants and potential
        applicants  in hiring  individuals  as sales agents.  Plaintiffs  seek a
        declaratory  judgment and  affirmative and negative  injunctive  relief,
        including  the  payment of  back-pay,  pension  and other  compensation.
        Although the outcome of litigation  cannot be predicted with  certainty,
        The Equitable's management believes that the ultimate resolution of this
        matter  should  not have a  material  adverse  effect  on the  financial
        position of The Equitable.  The  Equitable's  management  cannot make an
        estimate  of loss,  if any,  or predict  whether or not such matter will
        have a material adverse effect on The Equitable's  results of operations
        in any particular period.

        Alliance Capital

        In July 1995, a class action  complaint was filed against Alliance North
        American  Government  Income  Trust,  Inc.  (the  "Fund"),  Alliance and
        certain other defendants affiliated with Alliance, including the Holding
        Company,  alleging  violations  of Federal  securities  laws,  fraud and
        breach of fiduciary  duty in connection  with the Fund's  investments in
        Mexican and Argentine  securities.  The original complaint was dismissed
        in 1996;  on appeal,  the  dismissal  was  affirmed.  In  October  1996,
        plaintiffs  filed a  motion  for  leave  to file an  amended  complaint,
        alleging  the  Fund  failed  to  hedge  against  currency  risk  despite
        representations  that it would do so, the Fund did not properly disclose
        that it planned to invest in mortgage-backed  derivative  securities and
        two Fund  advertisements  misrepresented  the risks of  investing in the
        Fund. In October 1998,  the U.S. Court of Appeals for the Second Circuit
        issued an order granting plaintiffs' motion to file an amended complaint
        alleging  that the Fund  misrepresented  its  ability  to hedge  against
        currency  risk  and  denying  plaintiffs'  motion  to  file  an  amended
        complaint  containing the other allegations.  Alliance believes that the
        allegations in the amended complaint,  which was filed in February 1999,
        are without merit and intends to defend itself vigorously  against these
        claims.  While the ultimate  outcome of this matter cannot be determined
        at this time,  Alliance's management does not expect that it will have a
        material adverse effect on Alliance's results of operations or financial
        condition.

        DLJSC

        DLJSC is a defendant  along with certain other parties in a class action
        complaint  involving the underwriting of units,  consisting of notes and
        warrants  to  purchase  common  shares,  of Rickel  Home  Centers,  Inc.
        ("Rickel"), which filed a voluntary petition for reorganization pursuant
        to Chapter 11 of the Bankruptcy  Code. The complaint  seeks  unspecified
        compensatory  and punitive  damages from DLJSC, as an underwriter and as
        an owner of 7.3% of the common stock,  for alleged  violation of Federal
        securities  laws and  common  law fraud for  alleged  misstatements  and
        omissions contained in the prospectus and registration statement used in
        the offering of the units.  DLJSC is defending itself vigorously against
        all the allegations contained in the complaint. Although there can be no
        assurance,  DLJ's  management does not believe that the ultimate outcome
        of  this  litigation  will  have a  material  adverse  effect  on  DLJ's
        consolidated  financial  condition.  Due  to the  early  stage  of  this
        litigation,  based on the information  currently  available to it, DLJ's
        management  cannot predict  whether or not such  litigation  will have a
        material adverse effect on DLJ's results of operations in any particular
        period.

                                      F-33
<PAGE>

        DLJSC is a defendant in a purported  class action filed in a Texas State
        Court on behalf  of the  holders  of $550  million  principal  amount of
        subordinated   redeemable   discount   debentures  of  National   Gypsum
        Corporation  ("NGC").  The debentures were canceled in connection with a
        Chapter 11 plan of reorganization  for NGC consummated in July 1993. The
        litigation   seeks   compensatory   and  punitive  damages  for  DLJSC's
        activities as financial advisor to NGC in the course of NGC's Chapter 11
        proceedings.  Trial is  expected  in early May 1999.  DLJSC  intends  to
        defend itself  vigorously  against all the allegations  contained in the
        complaint. Although there can be no assurance, DLJ's management does not
        believe  that  the  ultimate  outcome  of this  litigation  will  have a
        material adverse effect on DLJ's consolidated financial condition. Based
        upon the information  currently available to it, DLJ's management cannot
        predict  whether or not such  litigation  will have a  material  adverse
        effect on DLJ's results of operations in any particular period.

        DLJSC is a  defendant  in a  complaint  which  alleges  that DLJSC and a
        number of other financial institutions and several individual defendants
        violated civil provisions of RICO by inducing  plaintiffs to invest over
        $40 million in The Securities  Groups,  a number of tax shelter  limited
        partnerships,  during the years 1978 through 1982. The  plaintiffs  seek
        recovery of the loss of their  entire  investment  and an  approximately
        equivalent  amount of  tax-related  damages.  Judgment for damages under
        RICO are subject to  trebling.  Discovery  is  complete.  Trial has been
        scheduled  for May 17,  1999.  DLJSC  believes  that it has  meritorious
        defenses  to the  complaints  and will  continue  to  contest  the suits
        vigorously.  Although there can be no assurance,  DLJ's  management does
        not believe that the  ultimate  outcome of this  litigation  will have a
        material adverse effect on DLJ's consolidated financial condition. Based
        upon the information  currently available to it, DLJ's management cannot
        predict  whether or not such  litigation  will have a  material  adverse
        effect on DLJ's results of operations in any particular period.

        DLJSC is a defendant  along with certain  other  parties in four actions
        involving Mid-American Waste Systems, Inc. ("Mid-American"), which filed
        a voluntary  petition for  reorganization  pursuant to Chapter 11 of the
        Bankruptcy  Code  in  January  1997.   Three  actions  seek  rescission,
        compensatory and punitive damages for DLJSC's role in underwriting notes
        of Mid-American.  The other action,  filed by the Plan Administrator for
        the bankruptcy  estate of Mid-American,  alleges that DLJSC is liable as
        an  underwriter  for alleged  misrepresentations  and  omissions  in the
        prospectus   for  the  notes,   and  liable  as  financial   advisor  to
        Mid-American  for  allegedly  failing to advise  Mid-American  about its
        financial condition.  DLJSC believes that it has meritorious defenses to
        the  complaints  and will  continue  to  contest  the suits  vigorously.
        Although there can be no assurance,  DLJ's  management  does not believe
        that the  ultimate  outcome  of this  litigation  will  have a  material
        adverse effect on DLJ's  consolidated  financial  condition.  Based upon
        information  currently  available to it, DLJ's management cannot predict
        whether or not such  litigation  will have a material  adverse effect on
        DLJ's results of operations in any particular period.

        Other Matters

        In addition to the matters  described above, the Holding Company and its
        subsidiaries  are involved in various legal actions and  proceedings  in
        connection  with their  businesses.  Some of the actions and proceedings
        have been brought on behalf of various  alleged classes of claimants and
        certain of these  claimants seek damages of unspecified  amounts.  While
        the ultimate outcome of such matters cannot be predicted with certainty,
        in the opinion of management no such matter is likely to have a material
        adverse  effect on the  Company's  consolidated  financial  position  or
        results of operations.

16)     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 1999 and the succeeding  four years are $98.7 million,  $92.7
        million,  $73.4 million, $59.9 million, $55.8 million and $550.1 million
        thereafter. Minimum future sublease rental income on these noncancelable
        leases  for 1999 and the  succeeding  four years is $7.6  million,  $5.6
        million,  $4.6  million,  $2.3  million,  $2.3 million and $25.4 million
        thereafter.

                                      F-34
<PAGE>

        At December 31, 1998, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1999
        and the succeeding four years is $189.2 million,  $177.0 million, $165.5
        million, $145.4 million, $122.8 million and $644.7 million thereafter.

17)     OTHER OPERATING COSTS AND EXPENSES

        Other operating costs and expenses consisted of the following:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>         
        Compensation costs.................................  $       772.0       $      721.5       $      704.8
        Commissions........................................          478.1              409.6              329.5
        Short-term debt interest expense...................           26.1               31.7                8.0
        Long-term debt interest expense....................           84.6              121.2              137.3
        Amortization of policy acquisition costs...........          292.7              287.3              405.2
        Capitalization of policy acquisition costs.........         (609.1)            (508.0)            (391.9)
        Rent expense, net of sublease income...............          100.0              101.8              113.7
        Cursitor intangible assets writedown...............            -                120.9                -
        Other..............................................        1,056.8              917.9              769.1
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     2,201.2       $    2,203.9       $    2,075.7
                                                            =================   ================   =================
</TABLE>

        During 1997 and 1996,  the Company  restructured  certain  operations in
        connection with cost reduction  programs and recorded pre-tax provisions
        of $42.4  million and $24.4  million,  respectively.  The  amounts  paid
        during 1998,  associated  with cost  reduction  programs,  totaled $22.6
        million.  At December 31, 1998,  the  liabilities  associated  with cost
        reduction  programs  amounted to $39.4 million.  The 1997 cost reduction
        program  included costs related to employee  termination and exit costs.
        The 1996 cost reduction program included  restructuring costs related to
        the consolidation of insurance operations' service centers. Amortization
        of DAC in 1996 included a $145.0  million  writeoff of DAC related to DI
        contracts.

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
        Superintendent  has broad discretion to determine  whether the financial
        condition of a stock life insurance company would support the payment of
        dividends to its  shareholders.  For 1998, 1997 and 1996,  statutory net
        income (loss)  totaled  $384.4  million,  $(351.7)  million and $(351.1)
        million,  respectively.  Statutory  surplus,  capital  stock  and  Asset
        Valuation  Reserve ("AVR") totaled $4,728.0 million and $3,907.1 million
        at December 31, 1998 and 1997, respectively. No dividends have been paid
        by Equitable Life to the Holding Company to date.

        At December 31, 1998, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $25.6  million  of  securities
        deposited with such government or state agencies.

        The differences  between  statutory surplus and capital stock determined
        in accordance  with Statutory  Accounting  Principles  ("SAP") and total
        shareholders' equity on a GAAP basis are primarily  attributable to: (a)
        inclusion  in  SAP  of  an  AVR  intended  to  stabilize   surplus  from
        fluctuations in the value of the investment portfolio; (b) future policy
        benefits and policyholders'  account balances under SAP differ from GAAP
        due  to  differences   between   actuarial   assumptions  and  reserving
        methodologies;  (c) certain policy  acquisition costs are expensed under
        SAP but deferred under GAAP and amortized over future periods to achieve
        a matching of  revenues  and  expenses;  (d)  Federal  income  taxes are
        generally  accrued  under SAP based upon  revenues  and  expenses in the
        Federal  income tax return while under GAAP deferred  taxes are provided
        for timing differences  between recognition of revenues and expenses for
        financial  reporting  and income tax  purposes;  (e) valuation of assets
        under SAP and GAAP  differ due to  different  investment  valuation  and
        depreciation methodologies,  as well as the deferral of interest-related
        realized capital gains and losses on fixed income  investments;  and (f)
        differences  in  the  accrual   methodologies  for  post-employment  and
        retirement benefit plans.

                                      F-35
<PAGE>

19)     BUSINESS SEGMENT INFORMATION

        The Company's  operations consist of Insurance and Investment  Services.
        The  Company's  management  evaluates the  performance  of each of these
        segments  independently  and  allocates  resources  based on current and
        future   requirements   of  each  segment.   Management   evaluates  the
        performance  of each segment based upon  operating  results  adjusted to
        exclude the effect of unusual or  non-recurring  events and transactions
        and  certain  revenue  and  expense  categories  not related to the base
        operations  of  the  particular   business  net  of  minority  interest.
        Information for all periods is presented on a comparable basis.

        Intersegment  investment  advisory and other fees of approximately $61.8
        million,  $84.1  million  and $129.2  million  for 1998,  1997 and 1996,
        respectively,  are included in total revenues of the Investment Services
        segment.   These  fees,   excluding   amounts  related  to  discontinued
        operations of $.5 million, $4.2 million and $13.3 million for 1998, 1997
        and 1996, respectively, are eliminated in consolidation.

        The following  tables  reconcile each  segment's  revenues and operating
        earnings to total  revenues  and  earnings  from  continuing  operations
        before Federal income taxes and cumulative  effect of accounting  change
        as reported on the consolidated statements of earnings and the segments'
        assets to total assets on the consolidated balance sheets, respectively.
<TABLE>
<CAPTION>

                                                                   Investment
                                                Insurance           Services        Elimination           Total
                                              ---------------   -----------------  ---------------   ----------------
                                                                          (In Millions)
        <S>                                    <C>               <C>                <C>               <C>         
        1998
        Segment revenues.....................  $     4,029.8     $    1,438.4       $        (5.7)    $    5,462.5
        Investment gains.....................           64.8             35.4                 -              100.2
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     4,094.6     $    1,473.8       $        (5.7)    $    5,562.7
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       688.6     $      284.3       $         -       $      972.9
        Investment gains , net of
          DAC and other charges..............           41.7             27.7                 -               69.4
        Pre-tax minority interest............            -              141.5                 -              141.5
                                              ---------------   -----------------  ---------------   ----------------
        Earnings from Continuing
          Operations.........................  $       730.3     $      453.5       $         -       $    1,183.8
                                              ===============   =================  ===============   ================

        Total Assets.........................  $    75,626.0     $   12,379.2       $       (64.4)    $   87,940.8
                                              ===============   =================  ===============   ================


        1997
        Segment revenues.....................  $     3,990.8     $    1,200.0       $       (7.7)     $    5,183.1
        Investment gains (losses)............         (318.8)           255.1                -               (63.7)
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     3,672.0     $    1,455.1       $       (7.7)     $    5,119.4
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       507.0     $      258.3       $        -        $      765.3
        Investment gains (losses), net of
          DAC and other charges..............         (292.5)           252.7                -               (39.8)
        Non-recurring costs and expenses.....          (41.7)          (121.6)               -              (163.3)
        Pre-tax minority interest............            -              108.5                -               108.5
                                              ---------------   -----------------  ---------------   ----------------
        Earnings from Continuing
          Operations.........................  $       172.8     $      497.9       $        -        $      670.7
                                              ===============   =================  ===============   ================

        Total Assets.........................  $    67,762.4     $   13,691.4       $      (96.1)     $   81,357.7
                                              ===============   =================  ===============   ================
</TABLE>

                                      F-36
<PAGE>

<TABLE>
<CAPTION>

                                                                   Investment
                                                Insurance           Services        Elimination           Total
                                              ---------------   -----------------  ---------------   ----------------
                                                                          (In Millions)
        <S>                                    <C>               <C>                <C>               <C>         
        1996
        Segment revenues.....................  $     3,789.1     $    1,105.5       $       (12.6)    $    4,882.0
        Investment gains (losses)............          (30.3)            20.5                 -               (9.8)
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     3,758.8     $    1,126.0       $       (12.6)    $    4,872.2
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       337.1     $      224.6       $         -       $      561.7
        Investment gains (losses), net of
          DAC and other charges..............          (37.2)            16.9                 -              (20.3)
        Reserve strengthening and DAC
          writeoff...........................         (393.0)             -                   -             (393.0)
        Non-recurring costs and
          expenses...........................          (22.3)            (1.1)                -              (23.4)
        Pre-tax minority interest............            -               83.6                 -               83.6
                                              ---------------   -----------------  ---------------   ----------------
        Earnings (Loss) from
          Continuing Operations..............  $      (115.4)    $      324.0       $         -       $      208.6
                                              ===============   =================  ===============   ================
</TABLE>

20)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

        The  quarterly  results of operations  for 1998 and 1997 are  summarized
        below:
<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                       ------------------------------------------------------------------------------
                                           March 31           June 30           September 30          December 31
                                       -----------------  -----------------   ------------------   ------------------
                                                                       (In Millions)
        <S>                            <C>                <C>                 <C>                  <C>         
        1998
        Total Revenues................  $     1,470.2      $     1,422.9       $    1,297.6         $    1,372.0
                                       =================  =================   ==================   ==================

        Earnings from Continuing
          Operations before
          Cumulative Effect
          of Accounting Change........  $       212.8      $       197.0       $      136.8         $      158.9
                                       =================  =================   ==================   ==================

        Net Earnings..................  $       213.3      $       198.3       $      137.5         $      159.1
                                       =================  =================   ==================   ==================

        1997
        Total Revenues................  $     1,266.0      $     1,552.8       $    1,279.0         $    1,021.6
                                       =================  =================   ==================   ==================

        Earnings from Continuing
          Operations before
          Cumulative Effect
          of Accounting Change........  $       117.4      $       222.5       $      145.1         $       39.4
                                       =================  =================   ==================   ==================

        Net Earnings (Loss)...........  $       114.1      $       223.1       $      144.9         $      (44.9)
                                       =================  =================   ==================   ==================
</TABLE>

        Net earnings for the three  months  ended  December 31, 1997  includes a
        charge of $212.0 million related to additions to valuation allowances on
        and   writeoffs   of  real  estate  of  $225.2   million,   and  reserve
        strengthening  on  discontinued  operations of $84.3 million offset by a
        reversal of prior years tax reserves of $97.5 million.

                                      F-37
<PAGE>

21)     INVESTMENT IN DLJ

        At December  31,  1998,  the  Company's  ownership  of DLJ  interest was
        approximately  32.5%. The Company's  ownership  interest will be further
        reduced  upon  the  issuance  of  common  stock  after  the  vesting  of
        forfeitable  restricted  stock units  acquired by and/or the exercise of
        options  granted to certain DLJ employees.  DLJ  restricted  stock units
        represents  forfeitable  rights to  receive  approximately  5.2  million
        shares of DLJ common stock through February 2000.

        The results of  operations  of DLJ are accounted for on the equity basis
        and  are  included  in  commissions,   fees  and  other  income  in  the
        consolidated statements of earnings. The Company's carrying value of DLJ
        is included in investment in and loans to affiliates in the consolidated
        balance sheets.

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

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>         
        Assets:
        Trading account securities, at market value............................  $   13,195.1       $   16,535.7
        Securities purchased under resale agreements...........................      20,063.3           22,628.8
        Broker-dealer related receivables......................................      34,264.5           28,159.3
        Other assets...........................................................       4,759.3            3,182.0
                                                                                ----------------   -----------------
        Total Assets...........................................................  $   72,282.2       $   70,505.8
                                                                                ================   =================

        Liabilities:
        Securities sold under repurchase agreements............................  $   35,775.6       $   36,006.7
        Broker-dealer related payables.........................................      26,161.5           26,127.2
        Short-term and long-term debt..........................................       3,997.6            3,249.5
        Other liabilities......................................................       3,219.8            2,860.9
                                                                                ----------------   -----------------
        Total liabilities......................................................      69,154.5           68,244.3
        DLJ's company-obligated mandatorily redeemed preferred
          securities of subsidiary trust holding solely debentures of DLJ......         200.0              200.0
        Total shareholders' equity.............................................       2,927.7            2,061.5
                                                                                ----------------   -----------------
        Total Liabilities, Cumulative Exchangeable Preferred Stock and
          Shareholders' Equity.................................................  $   72,282.2       $   70,505.8
                                                                                ================   =================

        DLJ's equity as reported...............................................  $    2,927.7       $    2,061.5
        Unamortized cost in excess of net assets acquired in 1985
          and other adjustments................................................          23.7               23.5
        The Holding Company's equity ownership in DLJ..........................      (1,002.4)            (740.2)
        Minority interest in DLJ...............................................      (1,118.2)            (729.3)
                                                                                ----------------   -----------------
        The Company's Carrying Value of DLJ....................................  $      830.8       $      615.5
                                                                                ================   =================
</TABLE>

                                      F-38
<PAGE>

        Summarized  statements of earnings information for DLJ reconciled to the
        Company's equity in earnings of DLJ is as follows:
<TABLE>
<CAPTION>

                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>         
        Commission, fees and other income......................................  $    3,184.7       $    2,430.7
        Net investment income..................................................       2,189.1            1,652.1
        Dealer, trading and investment gains, net..............................          33.2              557.7
                                                                                ----------------   -----------------
        Total revenues.........................................................       5,407.0            4,640.5
        Total expenses including income taxes..................................       5,036.2            4,232.2
                                                                                ----------------   -----------------
        Net earnings...........................................................         370.8              408.3
        Dividends on preferred stock...........................................          21.3               12.2
                                                                                ----------------   -----------------
        Earnings Applicable to Common Shares...................................  $      349.5       $      396.1
                                                                                ================   =================

        DLJ's earnings applicable to common shares as reported.................  $      349.5       $      396.1
        Amortization of cost in excess of net assets acquired in 1985..........           (.8)              (1.3)
        The Holding Company's equity in DLJ's earnings.........................        (136.8)            (156.8)
        Minority interest in DLJ...............................................         (99.5)            (109.1)
                                                                                ----------------   -----------------
        The Company's Equity in DLJ's Earnings.................................  $      112.4       $      128.9
                                                                                ================   =================
</TABLE>

22)     ACCOUNTING FOR STOCK-BASED COMPENSATION

        The  Holding  Company  sponsors a stock  option  plan for  employees  of
        Equitable  Life.  DLJ and Alliance  each sponsor  their own stock option
        plans for  certain  employees.  The  Company  has elected to continue to
        account for  stock-based  compensation  using the intrinsic value method
        prescribed  in APB No.  25. Had  compensation  expense  for the  Holding
        Company,  DLJ and  Alliance  Stock  Option  Incentive  Plan options been
        determined  based  on SFAS  No.  123's  fair  value  based  method,  the
        Company's  pro forma net  earnings  for 1998,  1997 and 1996  would have
        been:
<TABLE>
<CAPTION>

                                                                        1998              1997             1996
                                                                   ---------------   ---------------  ---------------
                                                                                     (In Millions)
       <S>                                                          <C>               <C>              <C>         
        Net Earnings:
          As reported.............................................  $      708.2      $     437.2      $       10.3
          Pro forma...............................................         678.4            426.3               3.3
</TABLE>

        The fair values of options  granted after  December 31, 1994,  used as a
        basis  for the above pro forma  disclosures,  were  estimated  as of the
        dates of grant using the Black-Scholes  option pricing model. The option
        pricing assumptions for 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>

                                    Holding Company                      DLJ                            Alliance
                             ------------------------------ ------------------------------- ----------------------------------
                               1998      1997       1996      1998       1997      1996       1998       1997         1996
                             --------- ---------- --------- ---------- -------------------- ---------------------- -----------

        <S>                  <C>        <C>       <C>        <C>        <C>       <C>        <C>        <C>         <C>  
        Dividend yield......  0.32%      0.48%     0.80%      0.69%      0.86%     1.54%      6.50%      8.00%       8.00%

        Expected volatility.   28%        20%       20%        40%        33%       25%        29%        26%         23%

        Risk-free interest
          rate..............  5.48%      5.99%     5.92%      5.53%      5.96%     6.07%      4.40%      5.70%       5.80%

        Expected life
          in years..........    5          5         5          5          5         5         7.2        7.2         7.4

        Weighted average
          fair value per
          option at
          grant-date........  $22.64    $12.25     $6.94     $16.27     $10.81     $4.03      $3.86      $2.18       $1.35
</TABLE>

                                      F-39
<PAGE>

        A summary of the Holding Company,  DLJ and Alliance's option plans is as
        follows:
<TABLE>
<CAPTION>

                                        Holding Company                     DLJ                         Alliance
                                  ----------------------------- ----------------------------- -----------------------------
                                                    Weighted                      Weighted                     Weighted
                                                    Average                       Average                       Average
                                                    Exercise                      Exercise                     Exercise
                                                    Price of                      Price of                     Price of
                                      Shares        Options         Shares        Options         Units         Options
                                  (In Millions)   Outstanding   (In Millions)   Outstanding   (In Millions)   Outstanding
                                  --------------- ------------- --------------- ------------- -----------------------------
       <S>                              <C>          <C>             <C>         <C>               <C>          <C>   
        Balance as of
          January 1, 1996........       6.7           $20.27         18.4         $13.50            9.6          $ 8.86
          Granted................        .7           $24.94          4.2         $16.27            1.4          $12.56
          Exercised..............       (.1)          $19.91          -                             (.8)         $ 6.82
          Expired................       -                             -                             -
          Forfeited..............       (.6)          $20.21          (.4)        $13.50            (.2)         $ 9.66
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1996......       6.7           $20.79         22.2         $14.03           10.0          $ 9.54
          Granted................       3.2           $41.85          6.4         $30.54            2.2          $18.28
          Exercised..............      (1.6)          $20.26          (.2)        $16.01           (1.2)         $ 8.06
          Forfeited..............       (.4)          $23.43          (.2)        $13.79            (.4)         $10.64
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1997......       7.9           $29.05         28.2         $17.78           10.6          $11.41
          Granted................       4.3           $66.26          1.5         $38.59            2.8          $26.28
          Exercised..............      (1.1)          $21.18         (1.4)        $14.91            (.9)         $ 8.91
          Forfeited..............       (.4)          $47.01          (.1)        $17.31            (.2)         $13.14
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1998......      10.7           $44.00         28.2         $19.04           12.3          $14.94
                                  ===============               =============                 ===============
</TABLE>

                                      F-40
<PAGE>

        Information  about options  outstanding  and exercisable at December 31,
        1998 is as follows:
<TABLE>
<CAPTION>

                                             Options Outstanding                          Options Exercisable
                             ----------------------------------------------------  -----------------------------------
                                                    Weighted
                                                    Average         Weighted                             Weighted
              Range of             Number          Remaining         Average             Number           Average
              Exercise          Outstanding       Contractual       Exercise          Exercisable        Exercise
               Prices          (In Millions)      Life (Years)        Price          (In Millions)         Price
        --------------------------------------- ----------------- ----------------  ------------------- ---------------

               Holding
               Company
        ----------------------
        <S>                        <C>                 <C>           <C>                <C>                <C>
        $18.125    -$27.75           3.7               5.19           $20.97              3.0              $20.33
        $28.50     -$45.25           3.0               8.68           $41.79              -
        $50.63     -$66.75           2.1               9.21           $52.73              -
        $81.94     -$82.56           1.9               9.62           $82.56              -
                              -----------------                                    -------------------
        $18.125    -$82.56          10.7               7.75           $44.00              3.0              $20.33
                              ================= ================= ================  ==================== ==============

                 DLJ
        ----------------------
        $13.50    -$25.99           22.3               7.1            $14.59             21.4              $15.05
        $26.00    -$38.99            5.0               8.8            $33.94              -
        $39.00    -$52.875            .9               9.4            $44.65              -
                              -----------------                                    -------------------
        $13.50    -$52.875          28.2               7.5            $19.04             21.4              $15.05
                              ================= ================== ==============  ===================== =============

              Alliance
        ----------------------
        $ 3.03    -$ 9.69            3.1               4.5            $ 8.03              2.4              $ 7.57
        $ 9.81    -$10.69            2.0               5.3            $10.05              1.6              $10.07
        $11.13    -$13.75            2.4               7.5            $11.92              1.0              $11.77
        $18.47    -$18.78            2.0               9.0            $18.48               .4              $18.48
        $22.50    -$26.31            2.8               9.9            $26.28              -                  -
                              -----------------                                    -------------------
        $  3.03   -$26.31           12.3               7.2            $14.94              5.4              $ 9.88
                              ================= =================== =============  ===================== =============
</TABLE>


                                      F-41





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