SEPARATE ACCOUNT NO 45 OF EQUITABLE LIFE ASSUR SOCIETY OF US
497, 1999-10-01
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Equitable Accumulator
Select(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 prospectus for EQ Advisors Trust, which contains important
information about its portfolios.

PROSPECTUS DATED OCTOBER 18, 1999

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WHAT IS THE EQUITABLE ACCUMULATOR SELECT?

Equitable Accumulator Select 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 options. You
invest to accumulate value on a tax-deferred basis in one or more of our
variable investment options or fixed maturity options ("investment options").
There is no withdrawal charge under the contract. However, we deduct a
distribution charge calculated as a percentage of the amounts in the variable
investment options. We deduct this charge for the life of the contract. This
contract is not available in New York.

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VARIABLE INVESTMENT OPTIONS
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FIXED INCOME OPTIONS
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DOMESTIC FIXED INCOME                   AGGRESSIVE FIXED INCOME
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o Alliance Intermediate                 o Alliance High Yield
    Government Securities
o Alliance Money Market
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EQUITY OPTIONS
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DOMESTIC EQUITY
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o Alliance Common Stock                 o MFS Research
o Alliance Growth and Income            o Merrill Lynch Basic Value Equity
o EQ/Alliance Premier Growth            o EQ/Putnam Growth & Income Value
o BT Equity 500 Index                   o Capital Guardian Research
o Capital Guardian U.S. Equity          o T. Rowe Price Equity Income
o MFS Growth with Income
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INTERNATIONAL EQUITY
- --------------------------------------------------------------------------------
o Alliance Global                       o Morgan Stanley Emerging
o Alliance International                    Markets Equity
o BT International Equity Index         o T. Rowe Price International Stock
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AGGRESSIVE EQUITY
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o Alliance Aggressive Stock             o MFS Emerging Growth Companies
o Alliance Small Cap Growth             o Warburg Pincus Small Company Value
o BT Small Company Index
o EQ/Evergreen
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ASSET ALLOCATION OPTIONS
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o Alliance Conservative                 o Merrill Lynch World Strategy
    Investors                           o EQ/Putnam Balanced
o Alliance Growth Investors
o EQ/Evergreen Foundation
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You may allocate amounts to any of the variable investment options. Each
variable investment option is a subaccount of our Separate Account No. 45.
Each variable investment option, in turn, invests in a corresponding
securities portfolio of EQ Advisors Trust. Your investment results in a
variable investment option will depend on the investment performance of the
related portfolio.

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 set by us. We make a market
value adjustment (up or down) if you make transfers or withdrawals from a
fixed maturity option before its maturity date.

TYPES OF CONTRACTS. We offer the contracts for use as:

o  A nonqualified annuity ("NQ") for after-tax contributions only.

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

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

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

A contribution of at least $25,000 is required to purchase a contract.

Registration statements relating to this offering have been filed with the
Securities and Exchange Commission ("SEC"). The statement of additional
information ("SAI") dated October 18, 1999 is a part of one of the
registration statements. 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 Web site 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
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Contents of this prospectus

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EQUITABLE ACCUMULATOR(SM) SELECT
- --------------------------------------------------------------------------------
Index of key words and phrases                                                4
Who is Equitable Life?                                                        5
How to reach us                                                               6
Equitable Accumulator Select at a glance -- key features                      8

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FEE TABLE                                                                    10
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Example                                                                      13
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1
CONTRACT FEATURES AND BENEFITS                                               15
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How you can purchase and contribute to your contract                         15
Owner and annuitant requirements                                             17
How you can make your contributions                                          17
What are your investment options under the contract?                         17
Allocating your contributions                                                21
Our baseBUILDER option                                                       22
Guaranteed minimum death benefit                                             25
Your right to cancel within a certain number of days                         26

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2
DETERMINING YOUR CONTRACT'S VALUE                                            27
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Your account value                                                           27
Your contract's value in the variable investment options                     27
Your contract's value in the fixed maturity options                          27

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3
TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS                             28
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Transferring your account value                                              28
Rebalancing your account value                                               28

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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
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4
ACCESSING YOUR MONEY                                                         29
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Withdrawing your account value                                               29
How withdrawals are taken from your account value                            30
How withdrawals affect your guaranteed minimum
 income benefit and guaranteed minimum death benefit                         30
Loans under Rollover TSA contracts                                           31
Surrendering your contract to receive its cash value                         32
When to expect payments                                                      32
Choosing your annuity payout options                                         32

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5
CHARGES AND EXPENSES                                                         35
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Charges that Equitable Life deducts                                          35
Charges that EQ Advisors Trust deducts                                       36
Group or sponsored arrangements                                              36

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6
PAYMENT OF DEATH BENEFIT                                                     37
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Your beneficiary and payment of benefit                                      37
How death benefit payment is made                                            38
Beneficiary continuation option for Rollover IRA contracts                   38

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7
TAX INFORMATION                                                              40
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Overview                                                                     40
Transfers among investment options                                           40
Taxation of nonqualified annuities                                           40
Special rules for NQ contracts issued in Puerto Rico                         41
Individual retirement arrangements (IRAs)                                    42
Special rules for nonqualified contracts in qualified plans                  50
Tax-Sheltered Annuity contracts (TSAs)                                       50
Federal and state income tax withholding and
 information reporting                                                       55
Impact of taxes to Equitable Life                                            56

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8
MORE INFORMATION                                                             57
- --------------------------------------------------------------------------------
About our Separate Account No. 45                                            57
About EQ Advisors Trust                                                      57
About our fixed maturity options                                             58
About the general account                                                    59
About other methods of payment                                               59
Dates and prices at which contract events occur                              60
About your voting rights                                                     60
About our year 2000 progress                                                 61
About legal proceedings                                                      62
About our independent accountants                                            62
Transfers of ownership, collateral assignments, loans,
 and borrowing                                                               62
Distribution of the contracts                                                62

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9
INVESTMENT PERFORMANCE                                                       63
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Benchmarks                                                                   63
Communicating performance data                                               72

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10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                              74
- --------------------------------------------------------------------------------

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APPENDICES
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I - Purchase considerations for QP contracts                                 A-1
II - Market value adjustment example                                         B-1
III - Guaranteed minimum death benefit example                               C-1

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STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS
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<PAGE>

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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.

                            PAGE IN                                  PAGE IN
TERM                        PROSPECTUS  TERM                         PROSPECTUS
account value                       27  IRA                               42
annuitant                           15  IRS                               40
annuity payout options              32  investment options                17
baseBUILDER                         22  loan reserve account              31
beneficiary                         37  market adjusted amount            20
benefit base                        23  market value adjustment           20
business day                        60  maturity value                    20
cash value                          27  NQ                                40
conduit IRA                         45  participant                       17
contract date                       16  portfolio                        cover
contract date anniversary           16  processing office                  6
contract year                       16  QP                                50
contributions to Roth IRAs          48  rate to maturity                  19
 rollover contributions             48  recharacterized                   43
 conversion contributions           48  Required Beginning Date           45
 direct custodian-to-custodian          Rollover IRA                     cover
 transfers                          48  Rollover TSA                     cover
contributions to traditional IRAs   42  Roth IRA                          47
 rollover contributions             43  Roth Conversion IRA              cover
 direct custodian-to-custodian          SAI                              cover
 transfers                          43  SEC                              cover
ERISA                               31  TOPS                               6
fixed maturity amount               19  TSA                               50
fixed maturity options              19  traditional IRA                   42
guaranteed minimum death benefit    25  unit                              27
guaranteed minimum income benefit   22  variable investment options       17


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. Your financial professional can provide further explanation about your
contract or supplemental materials.

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PROSPECTUS                          CONTRACT OR SUPPLEMENTAL MATERIALS
- --------------------------------------------------------------------------------
fixed maturity options              Guarantee Periods (Guaranteed Fixed Interest
                                    Accounts in supplemental materials)
variable investment options         Investment Funds
account value                       Annuity Account Value
rate to maturity                    Guaranteed Rates
unit                                Accumulation Unit
- --------------------------------------------------------------------------------

<PAGE>

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                                                       WHO IS EQUITABLE LIFE?  5
- --------------------------------------------------------------------------------

Who is Equitable Life?

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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 subsidiary of AXA Financial, Inc.
(previously, The Equitable Companies Incorporated). The majority shareholder
of AXA Financial, Inc. 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.

AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$390.8 billion in assets as of June 30, 1999. For over 100 years Equitable Life
has 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 Select
P.O. Box 13014
Newark, NJ 07188-0014

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FOR CONTRIBUTIONS SENT BY EXPRESS DELIVERY:
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Equitable Accumulator Select
c/o Bank One, N.A.
300 Harmon Meadow Boulevard, 3rd Floor
Attn: Box 13014
Secaucus, NJ 07094

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

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

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REPORTS WE PROVIDE:
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o  written confirmation of financial transactions;

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

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

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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  obtain or 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.

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

<PAGE>

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                                                       WHO IS EQUITABLE LIFE?  7
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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 contract to a Roth Conversion IRA contract;

(2) election of the automatic investment program;

(3) election of the rebalancing program;

(4) requests for loans under Rollover TSA contracts;

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

(6) contract surrender and withdrawal requests;

(7) tax withholding election; and

(8) election of the beneficiary continuation option.

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; and

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

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) substantially equal withdrawals;

(6) systematic withdrawals; and

(7) the date annuity payments are to begin.

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.

SIGNATURES:

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

<PAGE>

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

Equitable Accumulator Select at a glance -- key features

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- --------------------------------------------------------------------------------
PROFESSIONAL             Equitable Accumulator Select's variable investment
INVESTMENT               options invest in 30 different portfolios managed by
MANAGEMENT               professional investment advisers.
- --------------------------------------------------------------------------------
FIXED MATURITY           o 10 fixed maturity options with maturities ranging
OPTIONS                    from approximately 1 to 10 years.

                         o Each fixed maturity option offers a guarantee of
                           principal and interest rate if you hold it to
                           maturity.
                         -------------------------------------------------------
                         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.
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TAX ADVANTAGES           o On earnings inside the     No tax on any dividends,
                           contract                   interest or capital gains
                                                      until you make withdrawals
                                                      from your contract or
                                                      receive annuity payments.
                         -------------------------------------------------------
                         o On transfers inside the    No tax on transfers among
                           contract                   investment options.
                         -------------------------------------------------------
                         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
PROTECTION               benefit with a guaranteed minimum 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.
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CONTRIBUTION AMOUNTS     o Initial minimum:             $25,000

                         o Additional minimum:          $1,000
                                                        $100 monthly and $300
                                                        quarterly under our
                                                        automatic investment
                                                        program (NQ contracts)
                         -------------------------------------------------------
                         Maximum contribution limitations may apply.
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ACCESS TO YOUR MONEY     o Lump sum withdrawals

                         o Several withdrawal options on a periodic basis

                         o Loans under Rollover TSA contracts

                         o Contract surrender

                         You may incur income tax and a tax penalty.
- --------------------------------------------------------------------------------
PAYOUT ALTERNATIVES      o Annuity payout options

                         o Income Manager(R) payout options
- --------------------------------------------------------------------------------

<PAGE>

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


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ADDITIONAL FEATURES        o Dollar cost averaging

                           o Automatic investment program

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

                           o Unlimited free transfers
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FEES AND CHARGES           o Daily charges on amounts invested in variable
                             investment options for mortality and expense risks,
                             administrative, and distribution charges at an
                             annual rate of 1.60%.

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

                           o No sales charge deducted at the time you make
                             contributions, no withdrawal charge, and no
                             annual contract fee.

                           o We deduct a charge for taxes such as premium taxes
                             that may be imposed in your state. This 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 EQ Advisors Trust portfolios are
                             calculated as a percentage of the average daily net
                             assets invested in each portfolio. These expenses
                             include management fees ranging from 0.25% to 1.15%
                             annually, 12b-1 fees of 0.25% annually, and other
                             expenses.
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ANNUITANT ISSUE AGES       NQ: 0-85
                           Rollover IRA, Roth Conversion IRA,
                           and Rollover TSA: 20-85
                           QP: 20-75
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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
financial professional, or call us, if you have any questions.

<PAGE>

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10  FEE TABLE
- --------------------------------------------------------------------------------

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 annuity 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 prospectus for EQ Advisors Trust.

The fixed maturity options are not covered by the fee table and examples. 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.

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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%
Distribution                                                0.25%
                                                            -----
Total annual expenses                                       1.60%
- --------------------------------------------------------------------------------
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)(3)     0.30%
- --------------------------------------------------------------------------------

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


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                                                                          TOTAL
                                                                         OTHER            ANNUAL
                                                                       EXPENSES          EXPENSES
                                           MANAGEMENT               (AFTER EXPENSE    (AFTER EXPENSE
                                             FEES(4)  12b-1 FEE(5)   LIMITATION)(6)   LIMITATION)(7)
- --------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>            <C>              <C>
Alliance Aggressive Stock                    0.54%        0.25%          0.04%            0.83%
Alliance Common Stock                        0.36%        0.25%          0.04%            0.65%
Alliance Conservative Investors              0.48%        0.25%          0.06%            0.79%
Alliance Global                              0.64%        0.25%          0.08%            0.97%
Alliance Growth and Income                   0.55%        0.25%          0.04%            0.84%
Alliance Growth Investors                    0.51%        0.25%          0.05%            0.81%
Alliance High Yield                          0.60%        0.25%          0.04%            0.89%
Alliance Intermediate Government Securities  0.50%        0.25%          0.06%            0.81%
Alliance International                       0.90%        0.25%          0.17%            1.32%
Alliance Money Market                        0.35%        0.25%          0.03%            0.63%
EQ/Alliance Premier Growth                   0.90%        0.25%          0.00%            1.15%
Alliance Small Cap Growth                    0.90%        0.25%          0.06%            1.21%
BT Equity 500 Index                          0.25%        0.25%          0.05%            0.55%
BT International Equity Index                0.35%        0.25%          0.40%            1.00%
BT Small Company Index                       0.25%        0.25%          0.25%            0.75%
Capital Guardian Research                    0.65%        0.25%          0.05%            0.95%
Capital Guardian U.S. Equity                 0.65%        0.25%          0.05%            0.95%
EQ/Evergreen                                 0.75%        0.25%          0.05%            1.05%
- --------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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                                                                    FEE TABLE 11
- --------------------------------------------------------------------------------


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

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                                                                          TOTAL
                                                                         OTHER            ANNUAL
                                                                       EXPENSES          EXPENSES
                                           MANAGEMENT               (AFTER EXPENSE    (AFTER EXPENSE
                                             FEES(4)  12b-1 FEE(5)   LIMITATION)(6)   LIMITATION)(7)
- --------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>            <C>              <C>
EQ/Evergreen Foundation                      0.63%        0.25%          0.07%            0.95%
Merrill Lynch Basic Value Equity             0.55%        0.25%          0.05%            0.85%
Merrill Lynch World Strategy                 0.70%        0.25%          0.25%            1.20%
MFS Emerging Growth Companies                0.55%        0.25%          0.05%            0.85%
MFS Growth with Income                       0.55%        0.25%          0.05%            0.85%
MFS Research                                 0.55%        0.25%          0.05%            0.85%
Morgan Stanley Emerging Markets Equity       1.15%        0.25%          0.35%            1.75%
EQ/Putnam Balanced                           0.55%        0.25%          0.10%            0.90%
EQ/Putnam Growth & Income Value              0.55%        0.25%          0.05%            0.85%
T. Rowe Price Equity Income                  0.55%        0.25%          0.05%            0.85%
T. Rowe Price International Stock            0.75%        0.25%          0.20%            1.20%
Warburg Pincus Small Company Value           0.65%        0.25%          0.10%            1.00%
- --------------------------------------------------------------------------------------------------------
</TABLE>

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

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)  The benefit base is described under "Contract features and benefits -- Your
     guaranteed minimum income benefit under baseBUILDER."

(4)  The management fees or the maximum management fees, if a maximum applies,
     for each portfolio cannot be increased without a vote of that portfolio's
     shareholders.

(5)  Portfolio shares are all subject to fees imposed under the distribution
     plan (the "Rule 12b-1 Plan") adopted by EQ Advisors Trust pursuant to Rule
     12b-1 under the Investment Company Act of 1940. The 12b-1 fee will not be
     increased for the life of the contracts. Prior to October 18, 1999, the
     total annual expenses for the Alliance Small Cap Growth portfolio were
     limited to 1.20% under an expense limitation arrangement related to that
     portfolio's Rule 12b-1 Plan. The arrangement is no longer in effect. The
     amounts shown have been restated to reflect the expenses that would have
     been incurred in 1998, absent the expense limitation arrangement.

(6)  The amounts shown as "Other Expenses" will fluctuate from year to year
     depending on actual expenses. See footnote (7) for any expense limitation
     agreements.

     On October 18, 1999, the Alliance portfolios (other than EQ/Alliance
     Premier Growth) became part of the portfolios of EQ Advisors Trust. The
     "Other Expenses" for these portfolios have been restated to reflect the
     estimated expenses that would have been incurred had these portfolios been
     portfolios of EQ Advisors Trust for the year ended December 31, 1998. The
     restated expenses reflect an increase of 0.01%.

(7)  Equitable Life, EQ Advisors Trust's manager, has entered into an expense
     limitation agreement with respect to certain portfolios. Under this
     agreement Equitable Life has agreed to waive or limit its fees and assume
     other expenses. Under the expense limitation agreement, total annual
     operating expenses of certain portfolios (other than interest, taxes,
     brokerage commissions, capitalized expenditures, extraordinary expenses,
     and 12b-1 fees) are limited as a percentage of the average daily net assets
     of the following portfolios: 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 Merrill Lynch Basic Value Equity, MFS Emerging Growth
     Companies, MFS Growth with Income, and MFS Research; 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


<PAGE>

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


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

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; 0.26% for Merrill Lynch Basic Value Equity; 0.66% for Merrill Lynch World
Strategy; 0.24% for MFS Emerging Growth Companies; 0.25% for MFS Research; 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
and April 30, 1999 for the EQ/Alliance Premier Growth, Capital Guardian
Research, and Capital Guardian U.S. Equity portfolios.

Each portfolio may at a later date make a reimbursement to Equitable Life for
any of the management fees waived or limited and other expenses assumed and paid
by Equitable Life 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. For more information see the prospectus for EQ Advisors Trust.

<PAGE>

- --------------------------------------------------------------------------------
                                                                   FEE TABLE  13
- --------------------------------------------------------------------------------


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

EXAMPLE

The example below shows the expenses that a hypothetical contract owner (who has
elected baseBUILDER) would pay in the situation illustrated. 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 example 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 example is not an estimate
or guarantee of future investment performance.

- --------------------------------------------------------------------------------
                                              AT THE END OF EACH PERIOD SHOWN,
                                                   THE EXPENSES WOULD BE
                                             -----------------------------------
                                             1 YEAR   3 YEARS  5 YEARS  10 YEARS
- --------------------------------------------------------------------------------
Alliance Aggressive Stock                    $27.78   $85.45   $146.06   $311.37
Alliance Common Stock                        $26.00   $80.11   $137.17   $293.77
Alliance Conservative Investors              $27.39   $84.28   $144.10   $307.50
Alliance Global                              $29.17   $89.60   $152.94   $324.88
Alliance Growth and Income                   $27.88   $85.75   $146.55   $312.34
Alliance Growth Investors                    $27.59   $84.87   $145.08   $309.43
Alliance High Yield                          $28.38   $87.24   $149.02   $317.19
Alliance Intermediate Government Securities  $27.59   $84.87   $145.08   $309.43
Alliance International                       $32.64   $99.93   $169.97   $357.85
Alliance Money Market                        $25.80   $79.51   $136.17   $291.77
EQ/Alliance Premier Growth                   $30.96   $94.93        --        --
Alliance Small Cap Growth                    $31.55   $96.69   $164.64   $347.60
BT Equity 500 Index                          $25.01   $77.13   $132.19   $283.84
BT International Equity Index                $29.47   $90.50   $154.42   $327.76
BT Small Company Index                       $26.99   $83.08   $142.11   $303.58
Capital Guardian Research                    $28.97   $89.02        --        --
Capital Guardian U.S. Equity                 $28.97   $89.02        --        --
EQ/Evergreen                                 $29.97   $91.97        --        --
EQ/Evergreen Foundation                      $28.97   $89.02        --        --
Merrill Lynch Basic Value Equity             $27.98   $86.05   $147.04   $313.31
Merrill Lynch World Strategy                 $31.45   $96.40   $164.16   $346.68
MFS Emerging Growth Companies                $27.98   $86.05   $147.04   $313.31
MFS Growth with Income                       $27.98   $86.05        --        --
MFS Research                                 $27.98   $86.05   $147.04   $313.31
Morgan Stanley Emerging Markets Equity       $36.91  $112.51   $190.55   $396.85
EQ/Putnam Balanced                           $28.48   $87.53   $149.50   $318.14
EQ/Putnam Growth & Income Value              $27.98   $86.05   $147.04   $313.31
T. Rowe Price Equity Income                  $27.98   $86.05   $147.04   $313.31
T. Rowe Price International Stock            $31.45   $96.40   $164.16   $346.68
Warburg Pincus Small Company Value           $29.47   $90.50   $154.42   $327.76
- --------------------------------------------------------------------------------
(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 payments
     under an annuity payout option. See "Accessing your money."

<PAGE>

- --------------------------------------------------------------------------------
14  FEE TABLE
- --------------------------------------------------------------------------------


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

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 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."

<PAGE>

- --------------------------------------------------------------------------------
                                              CONTRACT FEATURES AND BENEFITS  15
- --------------------------------------------------------------------------------

1
Contract features and benefits

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

HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT

You may purchase a contract by making payments to us that we call
"contributions." We require a minimum initial contribution of $25,000 for you to
purchase a contract. You may make additional contributions of at least $1,000
each, subject to limitations noted below. 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                                                    LIMITATIONS ON
TYPE               ISSUE AGES               SOURCE OF CONTRIBUTIONS                 CONTRIBUTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                      <C>                                     <C>
NQ                 0 through 85             o After-tax money.                      o No additional contributions after
                                                                                      age 86.
                                            o Paid to us by check or transfer of
                                              contract value in a tax-deferred
                                              exchange under Section 1035 of the
                                              Internal Revenue Code.
- ------------------------------------------------------------------------------------------------------------------------------------
Rollover IRA       20 through 85            o Rollovers from a qualified plan.      o No rollover or direct transfer
                                                                                      contributions after age 86.
                                            o Rollovers from a TSA.
                                                                                    o Contributions after age 70 1/2 must be
                                            o Rollovers from another traditional      net of required minimum distributions.
                                              individual retirement arrangement.
                                                                                    o Regular IRA contributions are not
                                            o Direct custodian-to-custodian           permitted.
                                              transfers from another traditional
                                              individual retirement arrangement.
- ------------------------------------------------------------------------------------------------------------------------------------
Roth Conversion    20 through 85            o Rollovers from another Roth IRA.      o No additional rollover or direct transfer
IRA                                                                                   contributions after age 86.
                                            o Conversion rollovers from a
                                              traditional IRA.                      o Conversion rollovers after age 70 1/2
                                                                                      must be net of required minimum
                                            o Direct transfers from another Roth      distributions for the traditional IRA you
                                              IRA.                                    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.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
16  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                   AVAILABLE
CONTRACT           FOR ANNUITANT                                                    LIMITATIONS ON
TYPE               ISSUE AGES               SOURCE OF CONTRIBUTIONS                 CONTRIBUTIONS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                      <C>                                     <C>
QP                 20 through 75            o Only transfer contributions from      o Regular ongoing payroll contributions
                                              an existing qualified plan trust        are not permitted.
                                              as a change of investment vehicle
                                              under the plan.                       o Only one additional contribution may
                                                                                      be made during a contract year.
                                            o The plan must be qualified under
                                              Section 401(a) of the Internal        o No additional transfer contributions
                                              Revenue Code.                           after age 76.

                                            o For 401(k) plans, transferred         o For defined benefit plans, employee
                                              contributions may only include          contributions are not permitted.
                                              employee pre-tax contributions.
                                                                                    o Contributions after age 701/2 must be
                                                                                      net of any required minimum distributions.
- ------------------------------------------------------------------------------------------------------------------------------------
Rollover TSA       20 through 85            o Rollovers from another TSA contract   o No additional rollover or direct transfer
                                              or arrangement.                         contributions after age 86.

                                            o Rollovers from a traditional IRA      o Contributions after age 701/2 must be
                                              which was a "conduit" for TSA funds     net of required minimum distributions.
                                              previously rolled over.

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

- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------

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

<PAGE>

- --------------------------------------------------------------------------------
                                              CONTRACT FEATURES AND BENEFITS  17
- --------------------------------------------------------------------------------


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


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 Rollover IRA, Roth Conversion 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 I 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 U.S. bank, 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 financial professional
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
Select 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 and the fixed
maturity options.

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 from among 30 variable investment options.


<PAGE>

- --------------------------------------------------------------------------------
18  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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


<TABLE>
<CAPTION>

 PORTFOLIOS OF EQ ADVISORS 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 Global                   Long-term growth of capital                       Alliance Capital Management L.P.
- ----------------------------------------------------------------------------------------------------------------------
 Alliance Growth and 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
- ----------------------------------------------------------------------------------------------------------------------
 EQ/Alliance Premier Growth        Long-term growth of capital                       Alliance Capital Management L.P.
- ----------------------------------------------------------------------------------------------------------------------
 Alliance Small Cap 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
- ----------------------------------------------------------------------------------------------------------------------
 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
- --------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
                                              CONTRACT FEATURES AND BENEFITS  19
- --------------------------------------------------------------------------------


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

<TABLE>
<CAPTION>

PORTFOLIOS OF EQ ADVISORS TRUST (CONTINUED)
- --------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME                      OBJECTIVE                                          ADVISER
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                                <C>
 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
- --------------------------------------------------------------------------------------------------------------------------------
 Merrill Lynch Basic Value Equity   Capital appreciation and secondarily, income       Merrill Lynch Asset Management, L.P.
- --------------------------------------------------------------------------------------------------------------------------------
 Merrill Lynch World Strategy       High total investment return                       Merrill Lynch Asset Management, L.P.
- --------------------------------------------------------------------------------------------------------------------------------
 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
- --------------------------------------------------------------------------------------------------------------------------------
 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
- --------------------------------------------------------------------------------------------------------------------------------
 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>

Other important information about the portfolios is included in the prospectus
for EQ Advisors Trust attached at the end of this prospectus.

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. 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 not available in contracts issued in Maryland.


<PAGE>


- --------------------------------------------------------------------------------
20  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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


- --------------------------------------------------------------------------------
Fixed maturity options range from one to ten years to maturity.
- --------------------------------------------------------------------------------

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. The rate will never be
less than 3%. 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 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. Your current value 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
fixed maturity options are available at any time.

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

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.

YOUR CHOICES AT THE 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 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.

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.

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.


<PAGE>

- --------------------------------------------------------------------------------
                                             CONTRACT FEATURES AND BENEFITS   21
- --------------------------------------------------------------------------------


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


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 illustration of the market adjusted amount of specified maturity
values, 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"
later in this prospectus. Appendix II of this prospectus provides an example
of how the market value adjustment is calculated.

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 7 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 August 2, 1999
you chose the fixed maturity option with a maturity date of February 15, 2009,
since the rate to maturity was 5.60% on August 2, 1999, we would have
allocated $5,943.72 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, 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 transfer amounts from the Alliance Money Market option to the other
variable investment options by periodically transferring approximately the
same dollar amount to the other 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 PROGRAM. You may dollar cost average from the
Alliance Money Market option into any of the other variable investment
options. You must allocate your entire initial contribution into the Alliance
Money Market option. We will transfer your value in the Alliance Money Market
option into the other variable investment options that you select over the
next 12 months or such other period we may offer. The transfer date will be


<PAGE>


- --------------------------------------------------------------------------------
22  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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

the same day of the month as the contract date, but not later than the 28th.
All amounts will be transferred out by the end of the first contract year or
such other period we may offer. Under this program we will not deduct the
mortality and expense risks, administrative, and distribution charges from
assets in the Alliance Money Market option. You may not allocate additional
contributions to the Alliance Money Market option under this program.

The only amounts that should be transferred from the Alliance Money Market
option are your regularly scheduled monthly transfers to the other 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 Alliance
Money Market option to the other 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.

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. You can also specify the number of transfers
or instruct us to continue making the transfers until all amounts in the
Alliance Money Market option have been transferred out.

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
to be made.

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." The
two options are described under "Guaranteed minimum death benefit." The
guaranteed minimum death benefit is provided under the contract even if you do
not elect baseBUILDER, and for a broader range of annuitant ages at contract
issue than those available under baseBUILDER.

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,


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                                              CONTRACT FEATURES AND BENEFITS  23
- --------------------------------------------------------------------------------


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

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, your
benefit base 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 in the
special dollar cost averaging program. Amounts in the Alliance Money Market
option, Alliance Intermediate Government Securities option, the 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.

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. Under
Rollover TSA contracts, we will 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, or (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 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, Rollover IRA, and Roth Conversion 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


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24  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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

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
                                  ----------------------------------------------
                                  ROLLOVER IRA
                                     AND ROTH
        ANNUITANT'S                 CONVERSION
      AGE AT EXERCISE                  IRA           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
contracts, please see "Required minimum distributions" under "Individual
retirement arrangements" in "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 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 financial professional.

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
financial professional. 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 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.


<PAGE>


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                                              CONTRACT FEATURES AND BENEFITS  25
- --------------------------------------------------------------------------------


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

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, and Rollover TSA
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 program. Amounts in the Alliance Money Market option, Alliance
Intermediate Government Securities option, the 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.

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.

Applicable for annuitant ages 80 through 85 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.

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

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26  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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

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 (less the daily charges we deduct), and (ii) any positive or negative
market value adjustments in the fixed maturity options through the date we
receive your contract. Some states require that we refund the full amount of
your contribution (not reflecting (i) or (ii) 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 contract, you may cancel your Roth Conversion IRA contract and return to a
Rollover IRA contract. Our processing office, or your financial professional,
can provide you with the cancellation instructions.

<PAGE>

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                                           DETERMINING YOUR CONTRACT'S VALUE  27
- --------------------------------------------------------------------------------

2
Determining your contract's value

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

YOUR ACCOUNT VALUE

Your "account value" is the total of the (i) values you have in the variable
investment options and (ii) market adjusted amounts in the fixed maturity
options. 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. If you have a
Rollover TSA contract with an outstanding loan, your cash value is also
reduced by the amount of any outstanding loan plus accrued interest. Please
see "Surrendering your contract to receive its cash value" under "Accessing
your money."

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.

The unit value for each variable investment option depends on the investment
performance of that option, minus daily charges for mortality and expense
risks, administrative, and distribution expenses. On any day, your value in
any variable investment option equals the number of units credited to that
option, adjusted for any units deducted from 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 between investment
options. In addition, when we deduct the baseBUILDER benefits charge the
number of units credited to your contract will be reduced. 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.

<PAGE>

- --------------------------------------------------------------------------------
28  TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS
- --------------------------------------------------------------------------------

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 to a fixed maturity option that matures in the current
calendar year, or that has a rate to maturity of 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.

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. Rebalancing 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. Your entire account value in the variable investment options must be
included in the rebalancing program.

- --------------------------------------------------------------------------------
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 financial professional
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. Rebalancing is not available for amounts you have
allocated in the fixed maturity options.

<PAGE>

- --------------------------------------------------------------------------------
                                                       ACCESSING YOUR MONEY  29
- --------------------------------------------------------------------------------

4
Accessing your money

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

WITHDRAWING YOUR ACCOUNT VALUE

You have several ways to withdraw your account value before annuity payments
begin. The table below shows the 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
- --------------------------------------------------------------------------------
 Roth Conversion
   IRA               Yes           Yes             Yes                 No
- --------------------------------------------------------------------------------
 QP                  Yes           No              No                  Yes
- --------------------------------------------------------------------------------
 Rollover TSA        Yes           No              No                  Yes
- --------------------------------------------------------------------------------

* 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.

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, Rollover IRA, and Roth Conversion IRA contracts only)

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 a
Rollover IRA or Roth Conversion IRA contract, you may elect this withdrawal
method only if you are between ages 59 1/2 and 70 1/2.

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.

SUBSTANTIALLY EQUAL WITHDRAWALS
(Rollover IRA and Roth Conversion IRA contracts only)

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


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30  ACCESSING YOUR MONEY
- --------------------------------------------------------------------------------


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

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. 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.

MINIMUM DISTRIBUTION WITHDRAWALS
(Rollover 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 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, 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:

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 -- If you elect the 5% roll up to age 80 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
<PAGE>


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                                                        ACCESSING YOUR MONEY  31
- --------------------------------------------------------------------------------


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

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 85 - If your contract was issued when the
annuitant was between ages 80 and 85, 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

(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
Baa bonds for the calendar month ending two months before the first 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
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32  ACCESSING YOUR MONEY
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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 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 (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.

CHOOSING YOUR ANNUITY PAYOUT OPTIONS

Equitable Accumulator Select 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

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                                                        ACCESSING YOUR MONEY  33
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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

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 EQ Advisors Trust. The contract also
offers a fixed annuity option that 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 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 financial professional
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, Rollover IRA, and Roth Conversion IRA contracts, unless you choose a
different payout option, we will pay annuity payments under a life annuity
with a period certain 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
choose whether these payments will be either fixed or variable.

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
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34  ACCESSING YOUR MONEY
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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:

(1) the amount applied to purchase the annuity;

(2) the type of annuity chosen, and whether it is fixed or variable. If you
    choose a variable annuity, we will use an assumed base rate of either 5% or
    3 1/2% to calculate the level of payments. We provide information about the
    assumed base rate in the SAI;

(3) in the case of a life annuity, the annuitant's age (or the annuitant's and
    joint annuitant's ages); and

(4) in certain instances, the sex of the annuitant(s).

In no event will you ever receive payments under a fixed option or an initial
payment under a variable option of less than the minimum amounts guaranteed by
the contract. 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, Rollover IRA, and Roth Conversion 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 and IRA contracts). The Income Manager (life annuity with a
period certain) also provides guaranteed increasing payments (NQ contracts
only).

No additional contributions will be permitted under an Income Manager (life
annuity with a period certain).

The Income Manager annuities are described in a separate prospectus. Copies of
the most current version are available from your financial professional. 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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                                                       CHARGES AND EXPENSES   35
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5
Charges and expenses

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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

o  A distribution 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 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 applicable 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, including
an Equitable Accumulator contract that has a withdrawal charge but no
distribution charge. This other contract may also provide higher rates to
maturity for the fixed maturity options. A current prospectus for this other
Equitable Accumulator contract may be obtained from your financial
professional.

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%.

DISTRIBUTION CHARGE

We deduct a daily charge from the net assets in each variable investment
option to compensate us for a portion of our sales 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.

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
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                                                        ACCESSING YOUR MONEY  36
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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 option. 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 EQ ADVISORS TRUST DEDUCTS

EQ Advisors Trust deducts charges for the following types of fees and
expenses:

o Management 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 EQ Advisors 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 prospectus for EQ Advisors Trust following this
prospectus.

GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, we may reduce 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, or offer variable investment options that invest in
shares of 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 Rollover IRA and Roth Conversion 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 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.


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                                                     PAYMENT OF DEATH BENEFIT 37
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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 received in our processing office. We
are not responsible for any beneficiary change request that we do not receive.
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.

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. A successor owner/annuitant can
only be named under NQ and IRA contracts.

For Rollover IRA contracts, a beneficiary who is not a surviving spouse may be
able to have limited ownership as discussed under "Beneficiary continuation
option for Rollover IRA contracts" below.

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 beneficiary to be the successor owner, you should name a
specific successor owner. You may name a 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
successor owner 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).


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38  PAYMENT OF DEATH BENEFIT
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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" under "Accessing your money" 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 CONTRACTS

Upon your death under a Rollover IRA contract, a nonspouse 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), an eligible
beneficiary may take 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. If the eligible beneficiary elects as described in the next
paragraph, these withdrawals will begin by December 31st of the calendar year
following your death. These withdrawals will be based on the beneficiary's
life expectancy. If there is more than one beneficiary, the shortest life
expectancy is used. An eligible beneficiary can choose instead to continue the
contract in your name without having to take annual withdrawals. If the
beneficiary chooses this option, all amounts must be distributed from the
contract by December 31 of the fifth calendar year following your death.

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. The death benefit will be
paid to the beneficiary according to our standard procedures, unless an
election is made within 30 days to: (1) receive the death


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                                                    PAYMENT OF DEATH BENEFIT  39
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benefit; (2) continue the contract and take annual withdrawals as described
above; or (3) defer payment of the account value for up to five years.

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) 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.


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40  TAX INFORMATION
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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 Select contracts owned by
United States taxpayers. The tax rules can differ, depending on the type of
contract, whether NQ, Rollover IRA, Roth Conversion IRA, QP, or Rollover TSA.
Therefore, we discuss the tax aspects of each type of contract separately.

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.

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.

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 to 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 Equitable Life and its
affiliates 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


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                                                             TAX INFORMATION  41
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of the contract, and (2) multiplying the result by the amount of the payment.
For variable annuity payments, your 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 that 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 Select 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
Select 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"
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 personal situation and the timing of
the different tax liabilities, you may not be able to take full advantage of
this credit.


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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 two basic types of IRAs, as follows:

o Traditional IRAs, typically funded on a pre-tax basis including SEP-IRAs and
  SIMPLE-IRAs, issued and funded in connection with employer-sponsored
  retirement plans; and

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

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 Web site (http:// www.irs.ustreas.gov).

Equitable Life designs its traditional contracts to qualify as individual
retirement annuities under Section 408(b) of the Internal Revenue Code. You
may purchase the contract as a traditional IRA ("Rollover IRA") or Roth IRA
("Roth Conversion 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 Select IRA contract has been approved by the IRS as
to form for use as a traditional IRA. We have submitted the Roth IRA version
for formal IRS approval. 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 Select IRA contract.

CANCELLATION

You can cancel an Equitable Accumulator Select IRA contract by following the
directions under "Your right to cancel within a certain number of days" under
"Contract features and benefits" earlier in the prospectus. You can cancel an
Equitable Accumulator Select Roth Conversion IRA contract issued as a result
of a full conversion of an Equitable Accumulator Select Rollover IRA contract
by following the instructions in the request for full conversion form. The
form is available from our processing office or your financial professional.
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  tax-free "rollover" contributions; or

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

o  regular contributions out of earned income or compensation.


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We require that all of your contributions to the Equitable Accumulator Select
Rollover IRA contract must be either a rollover or a direct
custodian-to-custodian transfer. See "Rollovers and transfers" below. Since we
do not permit regular contributions under the Equitable Accumulator Select
Rollover IRA contract, we do not discuss them in great detail in this
prospectus.

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.

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.

RECHARACTERIZATIONS

Amounts that have been contributed as traditional IRA funds may subsequently
be treated as Roth IRA funds. Special federal income tax rules allow you to
change your mind again and have amounts that are subsequently treated as Roth
IRA funds, once again treated as traditional IRA funds. You do this by using
the forms we prescribe. This is referred to as having "recharacterized" your
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.

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


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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 that 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, 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 receive 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.


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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 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


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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 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
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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.

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; $10,000 lifetime total limit for these distributions from all
  your traditional and Roth IRAs); 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 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."


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The Equitable Accumulator Select Roth Conversion 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  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"); or

o  regular after-tax contributions out of earnings.

Since we only permit direct transfer and rollover contributions under the
Equitable Accumulator Select Roth Conversion IRA contract, we do not discuss
regular after-tax contributions here. 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.

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 exempt. 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


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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 free.

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 calculated 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 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  Rollover from a Roth IRA to another Roth IRA;

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

o  Qualified distribution from a Roth IRA; 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.


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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.

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 I.

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
Select 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 Select 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.


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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.

ROLLOVER OR DIRECT TRANSFER CONTRIBUTIONS. You may make rollover contributions
to your Equitable Accumulator Select 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 Select contract receiving the funds has provisions
   at least as restrictive as the source contract.

Before you transfer funds to an Equitable Accumulator Select 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 Select 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 Select 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 Select 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.

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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 Select
   Rollover TSA;

o  you reach age 59 1/2; or

o  you die; or

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

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.
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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.

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
   Select 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.
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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.

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 Select
   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 Select 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 Select
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


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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.

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.


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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% withholding. An eligible 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 that 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. 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 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 EQ ADVISORS TRUST

EQ Advisors Trust is registered under the Investment Company Act of 1940. It
is classified as an "open-end management investment company," more commonly
called a mutual fund. EQ Advisors Trust issues different shares relating to
each portfolio.

Equitable Life serves as the investment manager of EQ Advisors Trust. As such,
Equitable Life oversees the activities of the investment advisers with respect
to EQ Advisors Trust and is responsible for retaining or discontinuing the
services of those advisers. (Prior to September 1999 EQ Financial Consultants,
Inc., the predecessor to AXA Advisors, LLC and a subsidiary of Equitable Life,
served as investment manager to EQ Advisors Trust.)

EQ Advisors Trust commenced operations on May 1, 1997. For periods prior to
October 18, 1999 the Alliance portfolios (other than EQ/Alliance Premier
Growth) were part of The Hudson River Trust. On October 18, 1999, these
portfolios became corresponding portfolios of EQ Advisors Trust.

EQ Advisors Trust does not impose sales charges or "loads" for buying and
selling its shares. All dividends and other distributions on shares are
reinvested in full. The Board of Trustees of EQ Advisors Trust may establish
additional portfolios or eliminate existing portfolios at any time. More
detailed information about EQ Advisors Trust, its investment objectives,
policies, restrictions, risks, expenses, Rule 12b-1 Plan relating to its Class
IB shares, and other aspects of its operations, appears in the prospectus for
EQ Advisors Trust attached at the end of this prospectus, or in its SAI which
is available upon request.


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ABOUT OUR FIXED MATURITY OPTIONS

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 August 2, 1999 and the related
price per $100 of maturity value were as follows:

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FIXED MATURITY
   OPTIONS
WITH FEBRUARY 15TH                    RATE TO MATURITY               PRICE
 MATURITY DATE OF                        AS OF                     PER $100 OF
  MATURITY YEAR                       AUGUST 2, 1999              MATURITY VALUE
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    2000                                 3.22%                         $98.30
    2001                                 4.26%                         $93.77
    2002                                 4.76%                         $88.85
    2003                                 5.15%                         $83.70
    2004                                 5.22%                         $79.36
    2005                                 5.34%                         $74.94
    2006                                 5.44%                         $70.70
    2007                                 5.47%                         $66.91
    2008                                 5.57%                         $62.93
    2009                                 5.60%                         $59.44
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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. 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) above
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
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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

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. 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, as well as our
general obligations.

The general account is subject to regulation and supervision by the Insurance
Department of the State of New York and to the insurance laws and regulations
of all jurisdictions where we are authorized to do business. Because of
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.

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). 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 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 contract on a monthly or quarterly basis. AIP is not available for
Rollover IRA, Roth Conversion IRA, QP, or Rollover TSA contracts.

The minimum amounts we will deduct are $100 monthly and $300 quarterly. AIP
additional contributions may be allocated to any of the variable investment
options and available fixed maturity options. You choose the day of the month
you wish to have your account debited. However, you may not choose a date
later than the 28th day of the month.


<PAGE>

- --------------------------------------------------------------------------------
60  MORE INFORMATION
- --------------------------------------------------------------------------------


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

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.
We calculate unit values for our variable investment options as of the end of
each business day. This is usually 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 the 1st day of the next month.

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.

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 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 EQ Advisors Trust we have the right to vote on
certain matters involving the portfolios, such as:

o  the election of trustees; or

o  the formal approval of independent auditors selected for EQ Advisors Trust;
   or

o  any other matters described in the prospectus for EQ Advisors Trust 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 EQ Advisors Trust. Its shares are sold to our separate
accounts and an affiliated qualified plan trust.


<PAGE>

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                                                           MORE INFORMATION   61
- --------------------------------------------------------------------------------


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

In addition, shares of EQ Advisors Trust are held by separate accounts of
insurance companies both affiliated and unaffiliated with us. Shares held by
these separate accounts will probably be voted according to the instructions
of the owners of insurance policies and contracts issued by those insurance
companies. While this will dilute the effect of the voting instructions of the
contract owners, we currently do not foresee any disadvantages because of
this. The Board of Trustees of EQ Advisors Trust 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.

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. Equitable Life has completed the
work of modifying or replacing non-compliant systems and has confirmed,
through testing, that its systems are year 2000 compliant. Equitable Life has
contacted third-party vendors and 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. All third-party vendors and service
providers considered critical to Equitable Life's business, and substantially
all vendors and service providers considered non-critical, have provided us
confirmation of their year 2000 compliance or a satisfactory plan for
compliance. If confirmation is not received from any of the remaining
non-critical vendors or service providers, the vendor or service provider will
be replaced, eliminated, or be the subject of contingency plans. Additionally,
Equitable Life has supplemented 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.

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, (P.L. 105-271) (1998).


<PAGE>

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62  MORE INFORMATION
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
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. 49, our ability to meet our obligations under
the contracts, or the distribution of the contracts.

ABOUT OUR INDEPENDENT ACCOUNTANTS

The consolidated 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
written 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" earlier in
this prospectus.

You cannot assign or transfer ownership of Rollover IRA, Roth Conversion IRA,
QP, or Rollover TSA contract except by surrender to us. Loans are not
available and you cannot assign Rollover IRA, Roth Conversion IRA and QP
contracts as security for a loan or other obligation. If the employer that
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 "Beneficiary
continuation option for Rollover IRA contracts" in "Payment of death benefit"
earlier in this prospectus. You may direct the transfer of the values under
your Rollover IRA, Roth Conversion IRA, QP, or Rollover TSA contract to
another similar arrangement.

DISTRIBUTION OF THE CONTRACTS

AXA Advisors, LLC ("AXA Advisors"), the successor to EQ Financial Consultants,
Inc. and an indirect subsidiary of Equitable Life, is the distributor of the
contracts and has responsibility for sales and marketing functions for
Separate Account No. 45. AXA Advisors serves as the principal underwriter of
Separate Account No. 45. AXA Advisors is registered with the SEC as a
broker-dealer and is a member of the National Association of Securities
Dealers, Inc. AXA Advisors' principal business address is 1290 Avenue of the
Americas, New York, New York 10104. Pursuant to a Distribution and Servicing
Agreement between AXA Advisors, Equitable Life, and certain of Equitable
Life's separate accounts, including Separate Account No. 45, Equitable Life
paid AXA Advisors 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. By year end 1999, AXA
Advisors will no longer be a subsidiary of Equitable Life but will remain an
indirect subsidiary of AXA Financial, Inc., Equitable Life's parent.

The contracts will be sold by financial professionals who are registered
representatives of AXA Advisors and its affiliates, who are also our licensed
agents. AXA Advisors 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>

- --------------------------------------------------------------------------------
                                                      INVESTMENT PERFORMANCE  63
- --------------------------------------------------------------------------------
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 optional
baseBUILDER benefits charge, but do not reflect the charges for any applicable
taxes such as premium taxes or any applicable annuity administrative fee.

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
optional baseBUILDER benefits 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 are being offered for the first time in 1999.

For the "Alliance" portfolios (other than EQ/Alliance Premier Growth), we have
adjusted the results prior to October 1996, when Class IB shares for these
portfolios 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 portfolio
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. For periods prior to
October 18, 1999 the Alliance portfolios (other than EQ/Alliance Premier
Growth) were part of The Hudson River Trust. On October 18, 1999, these
portfolios became corresponding portfolios of EQ Advisors Trust. In each case,
the performance shown is for the indicated EQ Advisors Trust portfolio and any
predecessors that it may have had.

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 charge, distribution charge, 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>

- --------------------------------------------------------------------------------
64  INVESTMENT PERFORMANCE
- --------------------------------------------------------------------------------


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


- --------------------------------------------------------------------------------
ALLIANCE AGGRESSIVE STOCK: 50% Russell 2000 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 GLOBAL: Morgan Stanley Capital International World Index.

ALLIANCE GROWTH AND 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.

EQ/ALLIANCE PREMIER GROWTH: Standard & Poor's 500 Index.

ALLIANCE SMALL CAP GROWTH: Russell 2000 Growth 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.

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.

MFS EMERGING GROWTH COMPANIES: Russell 2000 Index.

MFS GROWTH WITH INCOME: Standard & Poor's 500 Index.

MFS RESEARCH: Standard & Poor's 500 Index.

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. (Lipper), 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 Select performance
relative to other variable annuity products.


<PAGE>

- --------------------------------------------------------------------------------
                                                      INVESTMENT PERFORMANCE  65
- --------------------------------------------------------------------------------


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


                                   TABLE 1
AVERAGE ANNUAL TOTAL RETURN UNDER A CONTRACT SURRENDERED ON DECEMBER 31, 1998:

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------
                                                                    LENGTH OF INVESTMENT PERIOD
                                             -----------------------------------------------------------------------------
                                                                                                  SINCE        SINCE
                                                      1          3          5           10       OPTION      PORTFOLIO
VARIABLE INVESTMENT OPTIONS                         YEAR       YEARS      YEARS       YEARS     INCEPTION*   INCEPTION**
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>        <C>         <C>         <C>         <C>
Alliance Aggressive Stock                           (1.55)%     8.51%      9.16%       16.54%      12.01%      15.33%
- --------------------------------------------------------------------------------------------------------------------------
Alliance Common Stock                               27.00%     25.05%     19.42%       16.22%      23.99%      14.03%
- --------------------------------------------------------------------------------------------------------------------------
Alliance Conservative Investors                     11.79%      8.44%      7.11%          --        9.37%       7.07%
- --------------------------------------------------------------------------------------------------------------------------
Alliance Global                                     19.56%     13.55%     11.90%       12.46%      13.58%       9.59%
- --------------------------------------------------------------------------------------------------------------------------
Alliance Growth and Income                          18.63%     20.07%     15.39%          --       18.72%      12.46%
- --------------------------------------------------------------------------------------------------------------------------
Alliance Growth Investors                           16.93%     13.78%     11.55%          --       14.52%      12.59%
- --------------------------------------------------------------------------------------------------------------------------
Alliance High Yield                                 (6.90)%     9.11%      7.72%        8.85%       9.22%       8.18%
- --------------------------------------------------------------------------------------------------------------------------
Alliance Intermediate Government Securities          5.76%      4.08%      3.17%          --        4.70%       4.70%
- --------------------------------------------------------------------------------------------------------------------------
Alliance International                               8.53%      3.42%        --           --        4.59%       4.90%
- --------------------------------------------------------------------------------------------------------------------------
Alliance Money Market                                3.40%      3.20%      2.97%        3.34%       2.93%       4.68%
- --------------------------------------------------------------------------------------------------------------------------
Alliance Small Cap Growth                           (5.97)%       --         --           --        8.35%       8.35%
- --------------------------------------------------------------------------------------------------------------------------
BT Equity 500 Index                                 23.13%        --          --          --       23.13%       23.13%
- --------------------------------------------------------------------------------------------------------------------------
BT International Equity Index                       18.17%        --          --          --       18.17%       18.17%
- --------------------------------------------------------------------------------------------------------------------------
BT Small Company Index                             (3.87)%        --          --          --       (3.87)%      (3.87)%
- --------------------------------------------------------------------------------------------------------------------------
Merrill Lynch Basic Value Equity                     9.80%        --          --          --       12.59%        2.01%
- --------------------------------------------------------------------------------------------------------------------------
Merrill Lynch World Strategy                         5.11%        --          --          --        4.18%        4.18%
- --------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Companies                       32.37%        --          --          --       26.45%       26.45%
- --------------------------------------------------------------------------------------------------------------------------
MFS Research                                        22.12%        --          --          --       18.24%       18.24%
- --------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Emerging Markets Equity             (28.19)%       --          --          --      (21.77)%     (24.67)%
- --------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Balanced                                  10.02%        --          --          --       11.46%       11.46%
- --------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Growth & Income Value                     11.02%        --          --          --       12.82%       12.82%
- --------------------------------------------------------------------------------------------------------------------------
T. Rowe Price Equity Income                          7.33%        --          --          --       13.72%       13.72%
- --------------------------------------------------------------------------------------------------------------------------
T. Rowe Price International Stock                   11.88%        --          --          --        4.24%        4.24%
- --------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Small Company Value                 (11.45)%       --          --          --        2.01%        2.01%
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

* The variable investment option inception dates are: Alliance Aggressive
  Stock, Alliance Common Stock, Alliance Conservative Investors, Alliance
  Global, Alliance Growth and Income, Alliance Growth Investors, Alliance
  High Yield, Alliance Intermediate Government Securities, Alliance
  International, and Alliance Money Market (May 1, 1995); Alliance Small
  Cap Growth, Merrill Lynch Basic Value Equity, Merrill Lynch World
  Strategy, MFS Emerging Growth Companies, MFS Research, EQ/Putnam
  Balanced, EQ/Putnam Growth & Income Value, T. Rowe Price Equity Income,
  T. Rowe Price International Stock, and Warburg Pincus Small Company Value
  (May 1, 1997); Morgan Stanley Emerging Markets Equity (September 2,
  1997); BT Equity 500 Index, BT International Equity Index, and BT Small
  Company Index (December 31, 1997). The inception dates for the variable
  investment options that became available on or after December 31, 1998,
  and are therefore not shown in this table 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 (April 30, 1999).

**The inception dates for the portfolios underlying the Alliance variable
  investment options are for portfolios of The Hudson River Trust, the
  assets of which became assets of corresponding portfolios of EQ Advisors
  Trust on October 18, 1999. The portfolio inception dates are: Alliance
  Aggressive Stock (January 27, 1986); Alliance Common Stock (January 13,
  1976); Alliance Conservative Investors and Alliance Growth Investors
  (October 2, 1989); Alliance Global (August 27, 1987); Alliance Growth and
  Income (October 1, 1993); Alliance High Yield (January 2, 1987); Alliance
  Intermediate Government Securities (April 1, 1991); Alliance
  International (April 3, 1995); Alliance Money Market (July 13, 1981);
  Alliance Small Cap Growth, Merrill Lynch Basic Value Equity, Merrill
  Lynch World Strategy, MFS Emerging Growth Companies, MFS Research, T.
  Rowe Price Equity Income, T. Rowe Price International Stock, and Warburg
  Pincus Small Company Value (May 1, 1997); BT Equity 500 Index, BT
  International Equity Index, and BT Small Company Index (December 31,
  1997); and Morgan Stanley Emerging Markets Equity (August 20, 1997). 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 (April 30, 1999).


<PAGE>

- --------------------------------------------------------------------------------
66  INVESTMENT PERFORMANCE
- --------------------------------------------------------------------------------

<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                          $  984.50       $1,277.63       $1,549.85       $4,619.71   $ 6,388.98
- -------------------------------------------------------------------------------------------------------------------------
Alliance Common Stock                              $1,270.00       $1,955.50       $2,428.99       $4,494.80   $20,499.72
- -------------------------------------------------------------------------------------------------------------------------
Alliance Conservative Investors                    $1,117.90       $1,275.32       $1,410.03              --   $ 1,979.28
- -------------------------------------------------------------------------------------------------------------------------
Alliance Global                                    $1,195.60       $1,464.22       $1,754.46       $3,235.83   $ 3,001.81
- -------------------------------------------------------------------------------------------------------------------------
Alliance Growth and Income                         $1,186.30       $1,731.03       $2,045.73              --   $ 2,023.23
- -------------------------------------------------------------------------------------------------------------------------
Alliance Growth Investors                          $1,169.30       $1,473.15       $1,727.10              --   $ 3,272.51
- -------------------------------------------------------------------------------------------------------------------------
Alliance High Yield                                  $931.00       $1,299.09       $1,450.09       $2,335.95   $ 2,569.97
- -------------------------------------------------------------------------------------------------------------------------
Alliance Intermediate Government Securities        $1,057.60       $1,127.36       $1,169.06              --   $ 1,444.19
- -------------------------------------------------------------------------------------------------------------------------
Alliance International                             $1,085.30       $1,106.18              --              --   $ 1,210.96
- -------------------------------------------------------------------------------------------------------------------------
Alliance Money Market                              $1,034.00       $1,099.25       $1,157.42       $1,388.83   $ 2,276.11
- -------------------------------------------------------------------------------------------------------------------------
Alliance Small Cap Growth                          $  940.30              --              --              --   $ 1,173.92
- -------------------------------------------------------------------------------------------------------------------------
BT Equity 500 Index                                $1,231.30              --              --              --   $ 1,231.30
- -------------------------------------------------------------------------------------------------------------------------
BT International Equity Index                      $1,181.70              --              --              --   $ 1,181.70
- -------------------------------------------------------------------------------------------------------------------------
BT Small Company Index                             $  961.30              --              --              --   $   961.30
- -------------------------------------------------------------------------------------------------------------------------
Merrill Lynch Basic Value Equity                   $1,098.00              --              --              --   $ 1,267.70
- -------------------------------------------------------------------------------------------------------------------------
Merrill Lynch World Strategy                       $1,051.10              --              --              --   $ 1,085.42
- -------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Companies                      $1,323.70              --              --              --   $ 1,598.96
- -------------------------------------------------------------------------------------------------------------------------
MFS Research                                       $1,221.20              --              --              --   $ 1,398.09
- -------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Emerging Markets Equity             $  718.10              --              --              --   $   567.48
- -------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Balanced                                 $1,100.20              --              --              --   $ 1,242.40
- -------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Growth & Income Value                    $1,110.20              --              --              --   $ 1,272.79
- -------------------------------------------------------------------------------------------------------------------------
T. Rowe Price Equity Income                        $1,073.30              --              --              --   $ 1,293.27
- -------------------------------------------------------------------------------------------------------------------------
T. Rowe Price International Stock                  $1,118.80              --              --              --   $ 1,086.52
- -------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Small Company Value                 $  885.50              --              --              --   $ 1,040.68
- -------------------------------------------------------------------------------------------------------------------------
* Portfolio inception dates are shown in Table 1.

</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
                                                      INVESTMENT PERFORMANCE  67
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                                        TABLE 3
                            ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1998:

- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                                    SINCE
                                                                                                                  PORTFOLIO
                                           1 YEAR       3 YEARS      5 YEARS       10 YEARS         20 YEARS      INCEPTION*
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>          <C>           <C>             <C>            <C>
ALLIANCE AGGRESSIVE STOCK                  (1.55)%        8.69%        9.39%         16.69%            --           15.59%
- ----------------------------------------------------------------------------------------------------------------------------
  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                      27.00%        25.24%       19.66%         16.44%         16.42%          14.24%
- ----------------------------------------------------------------------------------------------------------------------------
  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            11.79%         8.66%        7.37%            --             --            7.96%
- ----------------------------------------------------------------------------------------------------------------------------
  Lipper Flexible Portfolio                14.20%        15.62%       14.31%            --             --           12.55%
- ----------------------------------------------------------------------------------------------------------------------------
  Benchmark                                15.59%        14.45%       13.37%            --             --           12.08%
- ----------------------------------------------------------------------------------------------------------------------------
ALLIANCE GLOBAL                            19.56%        13.76%       12.14%         12.69%            --           10.47%
- ----------------------------------------------------------------------------------------------------------------------------
  Lipper Global                            14.34%        14.67%       11.98%         11.21%            --              --
- ----------------------------------------------------------------------------------------------------------------------------
  Benchmark                                24.34%        17.77%       11.98%         11.21%            --            9.55%
- ----------------------------------------------------------------------------------------------------------------------------
ALLIANCE GROWTH AND INCOME                 18.63%        20.27%       15.64%            --             --           14.68%
- ----------------------------------------------------------------------------------------------------------------------------
  Lipper Growth & Income                   15.61%        21.25%       18.35%            --             --           17.89%
- ----------------------------------------------------------------------------------------------------------------------------
  Benchmark                                22.85%        22.69%       19.96%            --             --           20.48%
- ----------------------------------------------------------------------------------------------------------------------------
ALLIANCE GROWTH INVESTORS                  16.93%        13.99%       11.80%            --             --           13.93%
- ----------------------------------------------------------------------------------------------------------------------------
  Lipper Flexible Portfolio                14.20%        15.62%       14.31%            --             --           12.55%
- ----------------------------------------------------------------------------------------------------------------------------
  Benchmark                                22.85%        22.69%       19.96%            --             --           15.55%
- ----------------------------------------------------------------------------------------------------------------------------
ALLIANCE HIGH YIELD                        (6.90)%        9.30%        7.96%          9.11%            --            8.45%
- ----------------------------------------------------------------------------------------------------------------------------
  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                                  5.76%         4.29%        3.44%            --             --            5.14%
- ----------------------------------------------------------------------------------------------------------------------------
  Lipper Intermediate Government            7.68%         6.21%        5.91%            --             --            7.25%
- ----------------------------------------------------------------------------------------------------------------------------
  Benchmark                                 8.49%         6.74%        6.45%            --             --            7.60%
- ----------------------------------------------------------------------------------------------------------------------------
ALLIANCE INTERNATIONAL                      8.53%         3.63%          --             --             --            5.49%
- ----------------------------------------------------------------------------------------------------------------------------
  Lipper International                     13.02%         9.94%          --             --             --           10.74%
- ----------------------------------------------------------------------------------------------------------------------------
  Benchmark                                20.00%         9.00%          --             --             --            9.68%
- ----------------------------------------------------------------------------------------------------------------------------
ALLIANCE MONEY MARKET                       3.40%         3.42%        3.23%          3.63%            --            5.11%
- ----------------------------------------------------------------------------------------------------------------------------
  Lipper Money Market                       4.84%         4.87%        4.77%          5.20%            --            6.77%
- ----------------------------------------------------------------------------------------------------------------------------
  Benchmark                                 5.05%         5.18%        5.11%          5.44%            --            6.76%
- ----------------------------------------------------------------------------------------------------------------------------
ALLIANCE SMALL CAP GROWTH                  (5.97)%          --           --             --             --           10.25%
- ----------------------------------------------------------------------------------------------------------------------------
  Lipper Small Company Growth              (0.33)%          --           --             --             --           16.72%
- ----------------------------------------------------------------------------------------------------------------------------
  Benchmark                                 1.23%           --           --             --             --           16.58%
- ----------------------------------------------------------------------------------------------------------------------------
BT EQUITY 500 INDEX                        23.13%           --           --             --             --           23.13%
- ----------------------------------------------------------------------------------------------------------------------------
  Lipper S&P 500 Index                     26.78%           --           --             --             --           26.78%
- ----------------------------------------------------------------------------------------------------------------------------
  Benchmark                                28.58%           --           --             --             --           28.58%
- ----------------------------------------------------------------------------------------------------------------------------
BT INTERNATIONAL EQUITY INDEX              18.17%           --           --             --             --           18.17%
- ----------------------------------------------------------------------------------------------------------------------------
  Lipper International                     12.17%           --           --             --             --           12.17%
- ----------------------------------------------------------------------------------------------------------------------------
  Benchmark                                20.00%           --           --             --             --           20.00%
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
68  INVESTMENT PERFORMANCE
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                  TABLE 3 (CONTINUED)
                            ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1998:

- -----------------------------------------------------------------------------------------------------------------------
                                                                                                           SINCE
                                                                                                         PORTFOLIO
                                              1 YEAR     3 YEARS    5 YEARS     10 YEARS     20 YEARS      INCEPTION*
- -----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>        <C>          <C>          <C>        <C>
BT INTERNATIONAL EQUITY INDEX                 18.17%        --         --            --          --         18.17%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper International                        12.17%        --         --            --          --         12.17%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                   20.00%        --         --            --          --         20.00%
- -----------------------------------------------------------------------------------------------------------------------
BT SMALL COMPANY INDEX                        (3.87)%       --         --            --          --         (3.87)%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Small Cap                             1.53%        --         --            --          --          1.53%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                   (2.54)%       --         --            --          --         (2.54)%
- -----------------------------------------------------------------------------------------------------------------------
MERRILL LYNCH BASIC VALUE EQUITY               9.80%        --         --            --          --         15.46%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Growth & Income                      15.54%        --         --            --          --         21.32%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                   28.58%        --         --            --          --         31.63%
- -----------------------------------------------------------------------------------------------------------------------
MERRILL LYNCH WORLD STRATEGY                   5.11%        --         --            --          --          5.23%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Global Flexible Portfolio             9.34%        --         --            --          --         11.15%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                   19.55%        --         --            --          --         20.00%
- -----------------------------------------------------------------------------------------------------------------------
MFS EMERGING GROWTH COMPANIES                 32.37%        --         --            --          --         32.69%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Mid--Cap                             15.97%        --         --            --          --         22.72%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                   (2.54)%       --         --            --          --         14.53%
- -----------------------------------------------------------------------------------------------------------------------
MFS RESEARCH                                  22.12%        --         --            --          --         22.44%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Growth                               25.82%        --         --            --          --         28.73%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                   28.58%        --         --            --          --         31.63%
- -----------------------------------------------------------------------------------------------------------------------
MORGAN STANLEY EMERGING MARKETS
EQUITY                                       (28.19)%       --         --            --          --        (33.79)%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Emerging Markets                    (30.50)%       --         --            --          --        (36.28)%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                  (25.34)%       --         --            --          --        (28.92)%
- -----------------------------------------------------------------------------------------------------------------------
EQ/PUTNAM BALANCED                            10.02%        --         --            --          --         14.09%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Balanced                             14.61%        --         --            --          --         17.83%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                   21.36%        --         --            --          --         23.48%
- -----------------------------------------------------------------------------------------------------------------------
EQ/PUTNAM GROWTH & INCOME VALUE               11.02%        --         --            --          --         15.74%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Growth & Income                      15.54%        --         --            --          --         21.32%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                   28.58%        --         --            --          --         31.63%
- -----------------------------------------------------------------------------------------------------------------------
T. ROWE PRICE EQUITY INCOME                    7.33%        --         --            --          --         16.85%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Equity Income                        10.76%        --         --            --          --         19.07%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                   28.58%        --         --            --          --         31.63%
- -----------------------------------------------------------------------------------------------------------------------
T. ROWE PRICE INTERNATIONAL STOCK             11.88%        --         --            --          --          5.30%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper International                        12.17%        --         --            --          --          9.06%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                   20.00%        --         --            --          --         13.43%
- -----------------------------------------------------------------------------------------------------------------------
WARBURG PINCUS SMALL COMPANY VALUE           (11.45)%       --         --            --          --          2.58%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Small Cap                             1.53%        --         --            --          --         16.77%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                   (2.54)%       --         --            --          --         14.53%
- -----------------------------------------------------------------------------------------------------------------------
* Portfolio inception dates are shown in Table 1.

</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
                                                      INVESTMENT PERFORMANCE  69
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        TABLE 4
                            CUMULATIVE RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1998:

- -----------------------------------------------------------------------------------------------------------------------
                                                                                                              SINCE
                                                                                                             PORTFOLIO
                                         1 YEAR         3 YEARS      5 YEARS        10 YEARS     20 YEARS    INCEPTION*
- -----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>           <C>           <C>         <C>          <C>
 ALLIANCE AGGRESSIVE STOCK               (1.55)%         28.42%        56.67%        368.05%           --      550.62%
- -----------------------------------------------------------------------------------------------------------------------
   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                    27.00%         96.46%       145.35%        358.29%     1,991.24%   2,026.84%
- -----------------------------------------------------------------------------------------------------------------------
   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          11.79%         28.29%        42.73%            --            --      103.05%
- -----------------------------------------------------------------------------------------------------------------------
   Lipper Flexible Portfolio              14.20%         15.62%        14.31%            --            --       12.55%
- -----------------------------------------------------------------------------------------------------------------------
   Benchmark                              15.59%         14.45%        13.37%            --            --       12.08%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE GLOBAL                          19.56%         47.23%        77.37%        230.13%           --      209.63%
- -----------------------------------------------------------------------------------------------------------------------
   Lipper Global                          14.34%         14.67%        11.98%         11.21%           --          --
- -----------------------------------------------------------------------------------------------------------------------
   Benchmark                              24.34%         17.77%        11.98%         11.21%           --        9.55%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE GROWTH AND INCOME               18.63%         73.96%       196.77%            --            --      105.27%
- -----------------------------------------------------------------------------------------------------------------------
   Lipper Growth & Income                 15.61%         21.25%        18.35%            --            --       17.89%
- -----------------------------------------------------------------------------------------------------------------------
   Benchmark                              22.85%         22.69%        19.96%            --            --       20.48%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE GROWTH INVESTORS                16.93%         48.12%        74.67%            --            --      233.85%
- -----------------------------------------------------------------------------------------------------------------------
   Lipper Flexible Portfolio              14.20%         15.62%        14.31%            --            --       12.55%
- -----------------------------------------------------------------------------------------------------------------------
   Benchmark                              22.85%         22.69%        19.96%            --            --       15.55%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE HIGH YIELD                     (6.90)%         30.56%        46.65%        139.11%           --      164.68%
- -----------------------------------------------------------------------------------------------------------------------
   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                               5.76%          13.43%        18.44%            --            --       47.46%
- -----------------------------------------------------------------------------------------------------------------------
   Lipper Intermediate Government         7.68%           6.21%         5.91%            --            --        7.25%
- -----------------------------------------------------------------------------------------------------------------------
   Benchmark                              8.49%           6.74%         6.45%            --            --        7.60%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE INTERNATIONAL                   8.53%          11.30%            --            --            --       22.17%
- -----------------------------------------------------------------------------------------------------------------------
   Lipper International                  13.02%           9.94%            --            --            --       10.74%
- -----------------------------------------------------------------------------------------------------------------------
   Benchmark                             20.00%           9.00%            --            --            --        9.68%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE MONEY MARKET                    3.40%          10.60%        17.22%         42.89%           --      138.78%
- -----------------------------------------------------------------------------------------------------------------------
 Lipper Money Market                      4.84%          15.34%        26.25%         66.09%           --      214.68%
- -----------------------------------------------------------------------------------------------------------------------
 Benchmark                                5.05%          16.35%        28.27%         69.88%           --      214.45%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE SMALL CAP GROWTH               (5.97)%            --             --            --            --       17.69%
- -----------------------------------------------------------------------------------------------------------------------
   Lipper Small Company Growth           (0.33)%            --             --            --            --       28.98%
- -----------------------------------------------------------------------------------------------------------------------
   Benchmark                              1.23%             --             --            --            --       29.23%
- -----------------------------------------------------------------------------------------------------------------------
 BT EQUITY 500 INDEX                     23.13%             --             --            --            --       23.13%
- -----------------------------------------------------------------------------------------------------------------------
   Lipper S&P 500 Index                  26.78%             --             --            --            --       26.78%
- -----------------------------------------------------------------------------------------------------------------------
   Benchmark                             28.58%             --             --            --            --       28.58%
- -----------------------------------------------------------------------------------------------------------------------
 BT INTERNATIONAL EQUITY INDEX           18.17%             --             --            --            --       18.17%
- -----------------------------------------------------------------------------------------------------------------------
   Lipper International                  12.17%             --             --            --            --       12.23%
- -----------------------------------------------------------------------------------------------------------------------
   Benchmark                             20.00%             --             --            --            --       20.00%
- -----------------------------------------------------------------------------------------------------------------------
 BT SMALL COMPANY INDEX                  (3.87)%            --             --            --            --       (3.87)%
- -----------------------------------------------------------------------------------------------------------------------
   Lipper Small Cap                       1.53%             --             --            --            --        1.49%
- -----------------------------------------------------------------------------------------------------------------------
   Benchmark                             (2.54)%            --             --            --            --       (2.54)%
- -----------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>


- --------------------------------------------------------------------------------
70  INVESTMENT PERFORMANCE
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                  TABLE 4 (CONTINUED)
                            CUMULATIVE RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1998:

- -----------------------------------------------------------------------------------------------------------------------
                                                                                                             SINCE
                                                                                                           PORTFOLIO
                                             1 YEAR     3 YEARS     5 YEARS     10 YEARS    20 YEARS     INCEPTION*
- -----------------------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>          <C>          <C>         <C>        <C>
MERRILL LYNCH BASIC VALUE EQUITY              9.80%        --           --           --          --         27.11%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Growth & Income                     15.54%        --           --           --          --         21.32%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                  28.58%        --           --           --          --         31.63%
- -----------------------------------------------------------------------------------------------------------------------
MERRILL LYNCH WORLD STRATEGY                  5.11%        --           --           --          --          8.88%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Global Flexible Portfolio            9.34%        --           --           --          --         11.15%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                  19.55%        --           --           --          --         20.00%
- -----------------------------------------------------------------------------------------------------------------------
MFS EMERGING GROWTH COMPANIES                32.37%        --           --           --          --         60.31%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Mid--Cap                            15.97%        --           --           --          --         42.16%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                  (2.54)%       --           --           --          --         25.40%
- -----------------------------------------------------------------------------------------------------------------------
MFS RESEARCH                                 22.12%        --           --           --          --         40.19%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Growth                              25.82%        --           --           --          --         52.86%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                  28.58%        --           --           --          --         57.60%
- -----------------------------------------------------------------------------------------------------------------------
MORGAN STANLEY EMERGING MARKETS EQUITY      (28.19)%        --           --           --          --       (43.02)%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Emerging Markets                   (30.50)%       --           --           --          --        (45.67)%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                 (25.34)%       --           --           --          --        (36.71)%
- -----------------------------------------------------------------------------------------------------------------------
EQ/PUTNAM BALANCED                           10.02%        --           --           --          --         24.59%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Balanced                            14.61%        --           --           --          --         17.83%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                  21.36%        --           --           --          --         23.48%
- -----------------------------------------------------------------------------------------------------------------------
EQ/PUTNAM GROWTH & INCOME VALUE              11.02%        --           --           --          --         27.62%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Growth & Income                     15.54%        --           --           --          --         38.49%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                  28.58%        --           --           --          --         57.60%
- -----------------------------------------------------------------------------------------------------------------------
T. ROWE PRICE EQUITY INCOME                   7.33%        --           --           --          --         29.66%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Equity Income                       10.76%        --           --           --          --         19.07%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                  28.58%        --           --           --          --         31.63%
- -----------------------------------------------------------------------------------------------------------------------
T. ROWE PRICE INTERNATIONAL STOCK             7.33%        --           --           --          --         29.66%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper International                       12.17%        --           --           --          --          9.06%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                  20.00%        --           --           --          --         13.43%
- -----------------------------------------------------------------------------------------------------------------------
WARBURG PINCUS SMALL COMPANY VALUE          (11.45)%       --           --           --          --          4.35%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Small Cap                            1.53%        --           --           --          --         16.77%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                  (2.54)%       --           --           --          --         14.53%
- -----------------------------------------------------------------------------------------------------------------------
* Portfolio inception dates are shown in Table 1.

</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
                                                      INVESTMENT PERFORMANCE  71
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        TABLE 5
                                              YEAR-BY-YEAR RATES OF RETURN

- ------------------------------------------------------------------------------------------------------------------------------------
                                      1989     1990      1991      1992      1993      1994      1995      1996     1997      1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>      <C>      <C>      <C>         <C>      <C>       <C>       <C>       <C>      <C>
Alliance Aggressive Stock             40.86%   6.16%    83.43%   (4.95)%     14.59%   (5.59)%   29.21%    19.93%    8.77%    (1.55)%
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Common Stock                 23.28%  (9.82)%   35.34%    1.31%      22.52%   (3.94)%   30.01%    21.97%   26.84%    27.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Conservative Investors        2.61%   4.40%    17.67%    3.76%       8.77%   (5.86)%   18.19%     3.25%   11.15%    11.79%
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Global                       24.41%  (7.81)%   28.15%   (2.35)%     29.68%    3.29%    16.63%    12.47%    9.49%    19.56%
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Growth and Income              --       --        --       --       (0.72)%  (2.41)%   21.79%    17.86%   24.42%    18.63%
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Growth Investors             3.35%    8.61%    46.16%     2.96%     13.15%   (4.94)%   24.05%    10.51%   14.63%    16.93%
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance High Yield                   3.20%   (2.95)%   22.17%    10.23%     20.88%   (4.58)%   17.71%    20.60%   16.28%    (6.90)%
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Intermediate Government
Securities                              --       --     10.71%     3.64%      8.50%    (6.13)%  11.24%     1.85%    5.31%     5.76%
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance International                  --       --        --        --         -         --     9.76%     7.77%   (4.84)     8.53%
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Money Market                 7.18%    6.23%     4.23%     1.65%      1.06%    2.10%     3.80%     3.37%    3.48%     3.40%
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Small Cap Growth               --       --        --        --         --        --       --        --    25.16%+   (5.97)%
- ------------------------------------------------------------------------------------------------------------------------------------
BT Equity 500 Index                     --       --        --        --         --        --       --        --       --     23.13%
- ------------------------------------------------------------------------------------------------------------------------------------
BT International Equity Index           --       --        --        --         --        --       --        --       --     18.17%
- ------------------------------------------------------------------------------------------------------------------------------------
BT Small Company Index                  --       --        --        --         --        --       --        --       --     (3.87)
- ------------------------------------------------------------------------------------------------------------------------------------
Merrill Lynch Basic Value Equity        --       --        --        --         --        --       --        --    15.77%+    9.80%
- ------------------------------------------------------------------------------------------------------------------------------------
Merrill Lynch World Strategy            --       --        --        --         --        --       --        --     3.58%+    5.11%
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Companies           --       --        --        --         --        --       --        --    21.11%+   32.37%
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Research                            --       --        --        --         --        --       --        --    14.80%+   22.12%
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Emerging Markets Equity  --       --        --        --         --        --       --        --   (20.66)%+ (28.19)%
- ------------------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Balanced                      --       --        --        --         --        --       --        --    13.24%+   10.02%
- ------------------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Growth & Income Value         --       --        --        --         --        --       --        --    14.96%+   11.02%
- ------------------------------------------------------------------------------------------------------------------------------------
T. Rowe Price Equity Income             --       --        --        --         --        --       --        --    20.81%+    7.33%
- ------------------------------------------------------------------------------------------------------------------------------------
T. Rowe Price International Stock       --       --        --        --         --        --       --        --    (2.57)%+  11.88%
- ------------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Small Company Value      --       --        --        --         -         --       --        --    17.84%+  (11.45)%
- ------------------------------------------------------------------------------------------------------------------------------------
</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>
- --------------------------------------------------------------------------------
72  INVESTMENT PERFORMANCE
- --------------------------------------------------------------------------------


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

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                                      Investment Management Weekly
Morningstar's Variable Annuity                Money Management Letter
  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
- --------------------------------------------------------------------------------

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 life 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 current yields
and effective yields assume the deduction of all contract charges and expenses
other than the optional baseBUILDER benefits charge, and any charge for taxes
such


<PAGE>
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                                                      INVESTMENT PERFORMANCE  73
- --------------------------------------------------------------------------------


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

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>

- --------------------------------------------------------------------------------
74 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- --------------------------------------------------------------------------------

10
Incorporation of certain documents by reference

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

Equitable Life's annual report on Form 10-K for the year ended December 31,
1998, a current report on Form 8-K dated September 1, 1999, and a quarterly
report on Form 10-Q for the quarter ended June 30, 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 Web site 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: PURCHASE CONSIDERATIONS FOR QP CONTRACTS  A-1
- --------------------------------------------------------------------------------

Appendix I: Purchase considerations for QP contracts

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

Trustees who are considering the purchase of an Equitable Accumulator Select 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 Select 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 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 generally commence from the plan
for annuitants after age 70 1/2, 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>

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                               APPENDIX II: MARKET VALUE ADJUSTMENT EXAMPLE  B-1
- --------------------------------------------------------------------------------

Appendix II: 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.

- --------------------------------------------------------------------------------
                                                           ASSUMED RATE TO
                                                   MATURITY ON FEBRUARY 15, 2004
- --------------------------------------------------------------------------------
                                                           5.00%        9.00%
- --------------------------------------------------------------------------------
 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
- --------------------------------------------------------------------------------

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 III: GUARANTEED MINIMUM DEATH BENEFIT EXAMPLE
- --------------------------------------------------------------------------------

Appendix III: 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:

- --------------------------------------------------------------------------------
                                         5% ROLL UP TO      ANNUAL RATCHET TO
  END OF                               AGE 80 GUARAMTEED    AGE 80 GUARANTEED
 CONTRACT                             GUARANTEED MIMIMUM        MIMIMUM
   YEAR           ACCOUNT VALUE(1)      DEATH BENEFIT        DEATH BENEFIT
- --------------------------------------------------------------------------------
    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)
- --------------------------------------------------------------------------------

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>

- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION

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



TABLE OF CONTENTS

                                                                      PAGE
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                                      7
Financial Statements                                                   11



HOW TO OBTAIN AN EQUITABLE ACCUMULATOR SELECT STATEMENT OF ADDITIONAL
INFORMATION FOR SEPARATE ACCOUNT NO. 49

Send this request form to:
   Equitable Accumulator Select
   P.O. Box 1547
   Secaucus, NJ 07096-1547

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

Please send me an Equitable Accumulator Select SAI for Separate Account No. 49
dated October 18, 1999:


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

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

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






(IM-99-01 SAI(10/99))
<PAGE>

Equitable Accumulator Select(SM)
A combination variable and
fixed deferred annuity contract

STATEMENT OF ADDITIONAL INFORMATION
OCTOBER 18, 1999

THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
1290 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10104

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

This statement of additional information ("SAI") is not a prospectus. It should
be read in conjunction with the related Equitable Accumulator Select prospectus,
dated October 18, 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 financial professional.


TABLE OF CONTENTS

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                                          7
Financial Statements                                                       11



   Copyright 1999. The Equitable Life Assurance Society of the United States.
          All rights reserved. Accumulator Select is a service mark of
           The Equitable Life Assurance Society of the United States.

IM-99-01 SAI (10/99)
<PAGE>

- --------------------------------------------------------------------------------
2
- --------------------------------------------------------------------------------


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

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 Select.

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 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, administrative charge,
     and distribution 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 1.60%.

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
<PAGE>

- --------------------------------------------------------------------------------
                                                                              3
- --------------------------------------------------------------------------------


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

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 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 EQ Advisors Trust owned by
Separate Account No. 45.

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
included 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 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, the administrative charge and the
distribution 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 )[Superscript: 365/7] - 1.
<PAGE>

- --------------------------------------------------------------------------------
4
- --------------------------------------------------------------------------------


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

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 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.

The yields for the Alliance High Yield option and Alliance Intermediate
Government Securities option will fluctuate daily. Accordingly, the 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.

ALLIANCE MONEY MARKET OPTION, ALLIANCE HIGH YIELD OPTION, AND ALLIANCE
INTERMEDIATE GOVERNMENT SECURITIES OPTION YIELD INFORMATION
The yields for the 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 Alliance Money
Market option, Alliance High Yield option, and Alliance Intermediate Government
Securities option 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 money
market options made available to the general public.

Because the Equitable Accumulator Select contracts are being offered for the
first time in 1999, no yield information is presented.

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.
<PAGE>

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                                                                              5
- --------------------------------------------------------------------------------


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

                    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 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.
<PAGE>

- --------------------------------------------------------------------------------
6
- --------------------------------------------------------------------------------


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

- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                           MARKET TRENDS:
                                                 ILLUSTRATIVE ANNUAL RATES OF RETURN
- -----------------------------------------------------------------------------------------------------------------------
                                              LONG-TERM      LONG-TERM    INTERMEDIATE-    U.S.
FOR THE FOLLOWING PERIODS        COMMON       GOVERNMENT     CORPORATE    TERM GOVT.       TREASURY     CONSUMER
ENDING DECEMBER 31, 1998         STOCKS       BONDS          BONDS        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          --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


SOURCE: Ibbotson, Roger G., and Rex A. Sinquefield, Stocks, Bonds, Bills, and
Inflation (SBBI), 1982, updated in Stocks, Bonds, Bills and Inflation 1999
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.
<PAGE>

- --------------------------------------------------------------------------------
                                                                              7
- --------------------------------------------------------------------------------


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

KEY FACTORS IN RETIREMENT PLANNING

INTRODUCTION
The Equitable Accumulator Select 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 5) is Ibbotson Associates, Inc.,
Chicago, Stocks, Bonds, Bills and Inflation 1999 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
demon-strated 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.
<PAGE>

- --------------------------------------------------------------------------------
8
- --------------------------------------------------------------------------------


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

                                     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 begin-ning 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 (pre-tax)
by age 65. If he or she starts at age 30, under our assumptions he or she could
reach the goal by making a monthly
<PAGE>

- --------------------------------------------------------------------------------
                                                                              9
- --------------------------------------------------------------------------------


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

pre-tax 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 pre-tax contribution of $767 (equivalent to $552 after
taxes) to attain the goal, illustrating the importance of starting early.

                                      CHART 4

                             GOAL: $250,000 BY AGE 65

[THE FOLLOWING 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]

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
$164,527 after thirty years (assuming a 7.5% rate of return, no withdrawals and
assuming the deduction of the 1.60% Separate Account daily asset charge -- but
no 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
$118,460 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
$118,460 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 $97,387 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.
<PAGE>

- --------------------------------------------------------------------------------
10
- --------------------------------------------------------------------------------


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

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 options 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). 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 Select can be an effective program for diversifying
ongoing investments between various asset categories. In addition, the Equitable
Accumulator Select 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.

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 indi-viduals 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 5
                                 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.
<PAGE>

- --------------------------------------------------------------------------------
                                                                             11
- --------------------------------------------------------------------------------


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

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.

<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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