SEPARATE ACCOUNT NO 45 OF EQUITABLE LIFE ASSUR SOCIETY OF US
N-4, 2000-08-31
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                                                     Registration No. 333-
                                                     Registration No. 811-08754
-------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM N-4


         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933           [X]

         Pre-Effective Amendment No.                                       [ ]



         Post-Effective Amendment No.                                      [ ]



                                     AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940            [ ]



         Amendment No. 28                                                  [X]




                        (Check appropriate box or boxes)

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

                             SEPARATE ACCOUNT No. 45
                                       of
           THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           (Exact Name of Registrant)

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

           THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                               (Name of Depositor)

             1290 Avenue of the Americas, New York, New York 10104
              (Address of Depositor's Principal Executive Offices)
       Depositor's Telephone Number, including Area Code: (212) 554-1234

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


                                   DODIE KENT
                      ASSISTANT VICE PRESIDENT and COUNSEL
           The Equitable Life Assurance Society of the United States
             1290 Avenue of the Americas, New York, New York 10104
                     (Name and Address of Agent for Service)

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

                  Please send copies of all communications to:
                               PETER E. PANARITES
                         Freedman, Levy, Kroll & Simonds
                    1050 Connecticut Avenue, N.W., Suite 825
                             Washington, D.C. 20036


<PAGE>


         Approximate Date of Proposed Public Offering:

         As soon as practicable after the effective date of the Registration
Statement.

         It  is  proposed  that  this  filing  will  become   effective   (check
appropriate box):

  [ ]    Immediately upon filing pursuant to paragraph (b) of Rule 485



  [ ]    On (date) pursuant to paragraph (b) of Rule 485.

  [ ]    60 days after filing pursuant to paragraph (a)(1) of Rule 485.

  [ ]    On (date) pursuant to paragraph (a)(1) of Rule 485.


If appropriate, check the following box:

  [ ]     This  post-effective  amendment  designates a new effective  date for
          previously filed post-effective amendment.


Title of Securities Being Registered:

         Units of interest in Separate Account under variable annuity contracts.

         The registrant hereby amends this registration statement on such dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE>
Equitable Accumulator

Advisor(SM)

A combination variable and fixed deferred
annuity contract
PROSPECTUS DATED
--------------------------------------------------------------------------------

 WHAT IS THE EQUITABLE ACCUMULATOR
 ADVISOR?


 Equitable Accumulator Advisor 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 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 and the fixed maturity options ("investment options"). This
 contract may not currently be available in all states.

----------------------------------------------------------------------------
 VARIABLE INVESTMENT OPTIONS
----------------------------------------------------------------------------
 FIXED INCOME
----------------------------------------------------------------------------
 o Alliance High Yield                 o Alliance Money Market
 o Alliance Intermediate
    Government Securities
----------------------------------------------------------------------------
 DOMESTIC STOCKS
----------------------------------------------------------------------------
 o EQ/Aggressive Stock(1)              o FI Mid Cap
 o Alliance Common Stock               o FI Small/Mid Cap Value(3)
 o Alliance Growth and Income          o EQ/Janus Large Cap Growth
 o EQ/Alliance Premier Growth          o Mercury Basic Value Equity (4)
 o Alliance Small Cap Growth           o MFS Emerging Growth
 o EQ/Alliance Technology                 Companies
 o EQ/AXP New Dimensions               o MFS Growth with Income
 o EQ/AXP Strategy Aggressive          o MFS Research
 o Capital Guardian Research           o EQ/Putnam Growth & Income
 o Capital Guardian U.S. Equity           Value
 o EQ Equity 500 Index(2)              o EQ Small Company Index(5)
 o EQ/Evergreen                        o T. Rowe Price Equity Income
----------------------------------------------------------------------------
 INTERNATIONAL STOCKS
----------------------------------------------------------------------------
 o Alliance Global                     o Morgan Stanley Emerging
 o Alliance International                 Markets Equity
 o EQ International Equity Index(6)    o T. Rowe Price International
                                          Stock
----------------------------------------------------------------------------
 BALANCED/HYBRID
----------------------------------------------------------------------------
 o Alliance Conservative Investors     o Mercury World Strategy(7)
 o Alliance Growth Investors           o EQ/Putnam Balanced
 o EQ/Evergreen Foundation
----------------------------------------------------------------------------
     (1) Formerly named "Alliance Aggressive Stock."
     (2) Formerly named "Alliance Equity Index."
     (3) Formerly named "Warburg Pincus Small Company Value."
     (4) Formerly named "Merrill Lynch Basic Value Equity."
     (5) Formerly named "BT Small Company Index."
     (6) Formerly named "BT International Equity Index."
     (7) Formerly named "Merrill Lynch World Strategy."

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

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

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

 A contribution of at least $10,000 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              , 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.

                                                                           72698

<PAGE>

Contents of this prospectus



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



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

----------------------------------------------------------------
FEE TABLE                                                    10
----------------------------------------------------------------
Example                                                      13
----------------------------------------------------------------


----------------------------------------------------------------
1
CONTRACT FEATURES AND BENEFITS                               15
----------------------------------------------------------------
How you can purchase and contribute to your contract         15
Owner and annuitant requirements                             18
How you can make your contributions                          18
What are your investment options under the contract?         18
Allocating your contributions                                22
Guaranteed minimum death benefit                             23
Your right to cancel within a certain number of days         23


----------------------------------------------------------------
2
DETERMINING YOUR CONTRACT'S VALUE                            25
----------------------------------------------------------------
Your account value and cash value                            25
Your contract's value in the variable investment options     25
Your contract's value in the fixed maturity options          25


----------------------------------------------------------------
3
TRANSFERRING YOUR MONEY AMONG
   INVESTMENT OPTIONS                                        26
----------------------------------------------------------------
Transferring your account value                              26
Market timing                                                26
Dollar cost averaging                                        26
Rebalancing your account value                               27
----------------------------------------------------------------

"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>

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




--------------------------------------------------------------------------------
4
ACCESSING YOUR MONEY                                            28
--------------------------------------------------------------------------------
Withdrawing your account value                                  28
How withdrawals are taken from your account value               29
How withdrawals affect your guaranteed minimum death
   benefit                                                      29
Loans under Rollover TSA contracts                              30
Surrendering your contract to receive its cash value            30
When to expect payments                                         30
Annuity purchase factors                                        31
Your annuity payout options                                     31


--------------------------------------------------------------------------------
5
CHARGES AND EXPENSES                                            34
--------------------------------------------------------------------------------
Charges that Equitable Life deducts                             34
Charges that EQ Advisors Trust deducts                          34
Group or sponsored arrangements                                 34


--------------------------------------------------------------------------------
6
PAYMENT OF DEATH BENEFIT                                        36
--------------------------------------------------------------------------------
Your beneficiary and payment of benefit                         36
How death benefit payment is made                               37
Beneficiary continuation option                                 37


--------------------------------------------------------------------------------
7
TAX INFORMATION                                                 39
--------------------------------------------------------------------------------
Overview                                                        39
Transfers among investment options                              39
Taxation of nonqualified annuities                              39
Individual retirement arrangements (IRAs)                       41
Special rules for nonqualified contracts in qualified plans     51
Tax-Sheltered Annuity contracts (TSAs)                          51
Federal and state income tax withholding and
   information reporting                                        56
Impact of taxes to Equitable Life                               57


--------------------------------------------------------------------------------
8
MORE INFORMATION                                                58
--------------------------------------------------------------------------------
About our Separate Account No. 45                               58
About EQ Advisors Trust                                         58
About our fixed maturity options                                59
About the general account                                       60
About other methods of payment                                  60
Dates and prices at which contract events occur                 61
About your voting rights                                        61
About legal proceedings                                         62
About our independent accountants                               62
Financial statements                                            62
Transfers of ownership, collateral assignments, loans,
   and borrowing                                                62
Distribution of the contracts                                   63


--------------------------------------------------------------------------------
9
INVESTMENT PERFORMANCE                                          64
--------------------------------------------------------------------------------
Benchmarks                                                      65
Communicating performance data                                  75


--------------------------------------------------------------------------------
10
INCORPORATION OF CERTAIN DOCUMENTS BY
   REFERENCE                                                    77
--------------------------------------------------------------------------------
<PAGE>


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


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

<PAGE>

 Index of key words and phrases


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

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



                                         PAGE
  account value                           24
  annuitant                               15
  annuity payout options                  31
  beneficiary                             35
  business day                            60
  cash value                              24
  conduit IRA                             44
  contract date                           9
  contract date anniversary               9
  contract year                           9
  contributions to Roth IRAs              47
    regular contributions                 47
    rollovers and direct transfers        48
    conversion contributions              48
  contributions to traditional IRAs       41
    regular contributions                 42
    rollovers and transfers               42
  EQAccess                                6
  fixed maturity amount                   20
  fixed maturity options                  20
  guaranteed minimum death benefit        23
  IRA                                     40
  IRS                                     38


                                         PAGE
  investment options                      18
  market adjusted amount                  21
  market value adjustment                 21
  maturity value                          24
  minimum death benefit                   35
  NQ                                    cover
  portfolio                             cover
  processing office                       6
  QP                                    cover
  rate to maturity                        58
  Required Beginning Date                 45
  Rollover IRA                          cover
  Rollover TSA                          cover
  Roth Conversion IRA                   cover
  Roth IRA                                47
  SAI                                   cover
  SEC                                   cover
  TOPS                                    6
  traditional IRA                         40
  TSA                                     50
  unit                                    24
  variable investment options             18

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



--------------------------------------------------------------------------------
 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>

Who is Equitable Life?



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

  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 contract.

 AXA Financial, Inc. and its consolidated subsidiaries managed approximately
 $483.7 billion in assets as of June 30, 2000. 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>

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

HOW TO REACH US

You may communicate with our processing office as listed below for any of the
following purposes:


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


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


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


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


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

 o  written confirmation of financial transactions;

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

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


---------------------------------------------
TELEPHONE OPERATED PROGRAM SUPPORT
("TOPS") AND EQACCESS SYSTEMS:
---------------------------------------------

TOPS is designed to provide you with up-to-date information via touch-tone
telephone. EQAccess is designed to provide this information through the
Internet. 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;

o  the daily unit values for the variable investment options; and

o  performance information regarding the variable investment options (not
   available through TOPS).

   You can also:

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

o  change your TOPS personal identification number (PIN); and
<PAGE>

o  change your EQAccess password (not available through TOPS).

TOPS and EQAccess are normally available seven days a week, 24 hours a day.
You may use TOPS by calling toll free 1-888-909-7770. You may use EQAccess by
visiting our Website at http://www.equitable.com. Of course, for reasons
beyond our control, these services may sometimes be unavailable.

We have established procedures to reasonably confirm that the instructions
communicated by telephone or Internet are genuine. For example, we will
require certain personal identification information before we will act on
telephone or Internet instructions and we will provide written confirmation of
your transfers. If we do not employ reasonable procedures to confirm the
genuineness of


<PAGE>

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

 telephone or Internet instructions, we may be liable for any losses arising
 out of any act or omission that constitutes negligience, lack of good faith,
 or willful misconduct. In light of our procedures, we will not be liable for
 following telephone or Internet instructions we reasonably believe to be
 genuine.

 We reserve the right to limit access to these services if we determine that
 you are engaged in a market timing strategy (see "market timing" in
 "Transferring your money among investment options.")

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

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

 (1) authorization for telephone transfers by your financial professional;

 (2) conversion of a traditional IRA contract to a Roth Conversion IRA;

 (3) election of the rebalancing program;

 (4) requests for loans under Rollover TSA contracts;

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

 (6) tax withholding election; and

 (7) 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) contract surrender and withdrawal requests.


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

 (1) dollar cost averaging;

 (2) rebalancing;

 (3) substantially equal withdrawals;

 (4) systematic withdrawals; and

 (5) 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, all must sign.


<PAGE>

 Equitable Accumulator Advisor at a glance  - key features


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


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
<S>                    <C>                         <C>
PROFESSIONAL           Equitable Accumulator Advisor variable investment options invest in different portfolios
INVESTMENT             managed by professional investment advisers.
MANAGEMENT
-----------------------------------------------------------------------------------------------------------------------
FIXED MATURITY         o 10 fixed maturity options with maturities ranging from approximately 1 to 10 years.
OPTIONS                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.
-----------------------------------------------------------------------------------------------------------------------
TAX ADVANTAGES         o On earnings inside the    No tax on any dividends, interest, or capital gains until you
                       contract                    make withdrawals from your contract or receive annuity
                                                   payments.
                       ------------------------------------------------------------------------------------------------
                       o On transfers inside the   No tax on transfers among investment options.
                       contract
                       ------------------------------------------------------------------------------------------------
                       If you are buying a contract to fund a retirement plan that already provides tax deferral
                       under sections of the Internal Revenue Code, 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 necessary or additional benefits.
-----------------------------------------------------------------------------------------------------------------------
CONTRIBUTION AMOUNTS   o Initial minimum: $10,000
                       o Additional minimum: $1,000
                       Maximum contribution limitations may apply.
-----------------------------------------------------------------------------------------------------------------------
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 for certain withdrawals.
-----------------------------------------------------------------------------------------------------------------------
PAYOUT OPTIONS         o Fixed annuity payout options
                       o Variable Immediate Annuity payout options
                       o Income Manager(R) payout options
-----------------------------------------------------------------------------------------------------------------------
ADDITIONAL FEATURES    o Guaranteed minimum death benefit
                       o Dollar cost averaging
                       o Account value rebalancing (quarterly, semiannually, and annually)
                       o Free transfers
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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  9
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<TABLE>
<S>                    <C>
-----------------------------------------------------------------------------------------------------------------------
FEES AND CHARGES       o Daily charges on amounts invested in variable investment options for mortality
                         and expense risks charge and administrative charge at an annual rate of up to
                         0.50%.
                       ------------------------------------------------------------------------------------------------
                       The "contract date" is the effective date of a contract. This usually is the
                       business day we receive the properly completed and signed application, along
                       with any other required documents, and your initial contribution. Your contract
                       date will be shown in your contract. 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."
                       ------------------------------------------------------------------------------------------------
                       o We deduct a charge designed to approximate certain taxes that may be imposed
                       on us, such as premium taxes in your state. This charge is generally deducted
                       from the amount applied to an annuity payout option.

                       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.
-----------------------------------------------------------------------------------------------------------------------
ANNUITANT ISSUE AGES   NQ: 0-83
                       Rollover IRA: 20-83; Roth Conversion IRA: 20-83; Rollover TSA: 20-83; QP: 20-75.
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

CURRENTLY, YOU MAY ONLY PURCHASE A CONTRACT UNDER A FEE-BASED PROGRAM SPONSORED
AND MAINTAINED BY AXA ADVISORS, LLC ("AXA ADVISORS"), THE DISTRIBUTOR OF THE
CONTRACTS AND AN AFFILIATE OF EQUITABLE LIFE. WE MAY, IN THE FUTURE, OFFER THIS
CONTRACT THROUGH OTHER MEANS. THE FEES AND EXPENSES OF A FEE-BASED PROGRAM ARE
SEPARATE FROM AND IN ADDITION TO THE FEES AND EXPENSES OF THE CONTRACT AND
GENERALLY PROVIDE FOR VARIOUS BROKERAGE SERVICES. IF YOU PURCHASE THIS CONTRACT
THROUGH A FEE-BASED ARRANGEMENT AND LATER TERMINATE THE ARRANGEMENT, YOUR
CONTRACT WILL CONTINUE IN FORCE. THERE MAY BE CHARGES ASSOCIATED WITH THE
FEE-BASE ARRANGEMENT SHOULD YOU DECIDE TO NO LONGER PARTICIPATE IN THE
ARRANGEMENT. PLEASE CONSULT WITH YOUR AXA ADVISORS FINANCIAL PROFESSIONAL FOR
MORE DETAILS ABOUT FEE-BASED ARRANGEMENTS.

OTHER CONTRACTS

We offer a variety of fixed and variable annuity contracts. They may offer
features, including investment options, fees and/or charges that are different
from those in the contracts offered by this prospectus. Not every contract is
offered through the same distributor. Upon request, your financial professional
can show you information regarding other Equitable Life annuity contracts that
he or she distributes. You can also contact us to find out more about any of
the Equitable Life annuity contracts.

<PAGE>

 Fee table



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

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 designed to approximate certain taxes that may be
imposed on us, such as premium taxes in your state, may also apply. Each of the
charges and expenses is more fully described in "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 table does not
reflect any fees and charges imposed by your fee-based program.

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



<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------
<S>                                                                        <C>
 CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT OPTIONS EXPRESSED AS AN
 ANNUAL PERCENTAGE OF DAILY NET ASSETS
-----------------------------------------------------------------------------------------------------------

 Mortality and expense risks charge and administrative charge(1)                0.50% (maximum)
                                                                                ---------------
 Total annual expenses                                                          0.50%
-----------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

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

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(2)         12B-1 FEE(3)     LIMITATION)(4)     LIMITATION)(5)
----------------------------------------------------------------------------------------------------------------------
<S>                                             <C>              <C>                <C>                <C>
EQ/Aggressive Stock                                   0.60%             0.25%              0.04%             0.89%
Alliance Common Stock                                 0.46%             0.25%              0.04%             0.75%
Alliance Conservative Investors                       0.60%             0.25%              0.07%             0.92%
Alliance Global                                       0.73%             0.25%              0.09%             1.07%
Alliance Growth and Income                            0.59%             0.25%              0.05%             0.89%
Alliance Growth Investors                             0.57%             0.25%              0.05%             0.87%
Alliance High Yield                                   0.60%             0.25%              0.05%             0.90%
Alliance Intermediate Government Securities           0.50%             0.25%              0.07%             0.82%
Alliance International                                0.85%             0.25%              0.20%             1.30%
Alliance Money Market                                 0.34%             0.25%              0.05%             0.64%
EQ/Alliance Premier Growth                            0.90%             0.25%              0.00%             1.15%
Alliance Small Cap Growth                             0.75%             0.25%              0.07%             1.07%
EQ/Alliance Technology                                0.90%             0.25%              0.00%             1.15%
EQ/AXP New Dimensions                                 0.65%             0.25%              0.05%             0.95%
EQ/AXP Strategy Aggressive                            0.70%             0.25%              0.05%             1.00%
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 Equity 500 Index                                   0.25%             0.25%              0.05%             0.55%
EQ/Evergreen                                          0.65%             0.25%              0.05%             0.95%
EQ/Evergreen Foundation                               0.60%             0.25%              0.10%             0.95%
FI Mid Cap                                            0.70%             0.25%              0.05%             1.00%
FI Small/Mid Cap Value                                0.75%             0.25%              0.10%             1.10%
EQ International Equity Index                         0.35%             0.25%              0.40%             1.00%
EQ/Janus Large Cap Growth                             0.90%             0.25%              0.00%             1.15%
Mercury Basic Value Equity                            0.60%             0.25%              0.10%             0.95%
Mercury World Strategy                                0.70%             0.25%              0.25%             1.20%
MFS Emerging Growth Companies                         0.65%             0.25%              0.10%             1.00%
MFS Growth with Income                                0.60%             0.25%              0.10%             0.95%
MFS Research                                          0.65%             0.25%              0.05%             0.95%
Morgan Stanley Emerging Markets Equity                1.15%             0.25%              0.35%             1.75%
EQ/Putnam Balanced                                    0.60%             0.25%              0.05%             0.90%
EQ/Putnam Growth & Income Value                       0.60%             0.25%              0.10%             0.95%
EQ Small Company Index                                0.25%             0.25%              0.25%             0.75%
T. Rowe Price Equity Income                           0.60%             0.25%              0.10%             0.95%
T. Rowe Price International Stock                     0.85%             0.25%              0.15%             1.25%
----------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(2)   The management fees shown reflect revised management fees, effective on
      or about May 1, 2000 which were approved by shareholders. The management
      fees shown for EQ/Putnam Balanced, EQ/Putnam Growth & Income Value, FI
      Small/Mid


<PAGE>

-----
  12
--------------------------------------------------------------------------------

      Cap Value and T. Rowe Price International Stock do not reflect the waiver
      of a portion of each of these portfolio's investment management fees that
      are currently in effect. The management fee for each portfolio cannot be
      increased without a vote of that portfolio's shareholders.

(3)   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 1999, absent the expense limitation
      arrangement.

(4)   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 and EQ/Alliance Technology) 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 entire
      year ended December 31, 1999. The restated expenses reflect an increase of
      0.01% for each of these portfolios.

(5)   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 each of the following portfolios: 1.75% for Morgan Stanley
      Emerging Markets Equity; 1.25% for T. Rowe Price International Stock;
      1.20% for Mercury World Strategy; 1.15% for EQ/Alliance Premier Growth,
      EQ/Alliance Technology and EQ/Janus Large Cap Growth; 1.10% for FI
      Small/Mid Cap Value; 1.00% for EQ International Equity Index and MFS
      Emerging Growth Companies; 1.00% for FI Mid Cap and EQ/AXP Strategy
      Aggressive; 0.95% for Capital Guardian U.S. Equity, Capital Guardian
      Research, EQ/AXP New Dimensions, EQ/Evergreen, EQ/Evergreen Foundation,
      MFS Growth with Income, MFS Research, Mercury Basic Value Equity;
      EQ/Putnam Growth & Income Value and T. Rowe Price Equity Income; 0.90%
      for EQ/Putnam Balanced; 0.75% for EQ Small Company Index; and 0.60% for
      EQ Equity 500 Index. The expense limitations for the EQ/Alliance Premier
      Growth, EQ Equity 500 Index, MFS Growth with Income, MFS Research, MFS
      Emerging Growth Companies and Mercury Basic Value Equity portfolios
      reflect an increase effective on May 1, 2000. The expense limitation for
      the EQ/Evergreen portfolio reflects a decrease effective on May 1, 2000.

      Absent the expense limitation, the "Other Expenses" for 1999 on an
      annualized basis for each of the portfolios would have been as follows:
      1.00% for Morgan Stanley Emerging Markets Equity; 0.10% for EQ/Alliance
      Technology and EQ/Janus Large Cap Growth; 0.23% for EQ/Alliance Premier
      Growth; 0.30% for T. Rowe Price International Stock; 0.46% for Mercury
      World Strategy; 0.24% for FI Small/Mid Cap Value; 0.49% for EQ
      International Equity Index; 0.17% for MFS Emerging Growth Companies; 0.34%
      for Capital Guardian U.S. Equity; 0.47% for Capital Guardian Research;
      1.87% for EQ/Evergreen; 1.07% for EQ/Evergreen Foundation; 0.37% for MFS
      Growth with Income; 0.17% for MFS Research and Mercury Basic Value Equity;
      0.16% for EQ/Putnam Growth & Income Value; 0.28% for EQ/Putnam Balanced;
      0.21% for T. Rowe Price Equity Income; 0.71% for EQ Small Company Index;
      and 0.18% for EQ Equity 500 Index; .09% for FI Mid Cap, EQ/AXP Strategy
      Aggressive and EQ/AXP New Dimensions. Initial seed capital was invested on
      April 30, 1999 for the EQ/Alliance Premier Growth, Capital Guardian U.S.
      Equity and Capital Guardian Research portfolios and on May 2, 2000 for the
      EQ/Alliance Technology portfolio, and therefore expenses have been
      estimated. Initial seed capital was invested on September 1, 2000 for the
      EQ/AXP New Dimensions, EQ/AXP Strategy Aggressive, FI Mid Cap and EQ/Janus
      Large Cap Growth and therefore expenses have been estimated.


<PAGE>

-----
 13
--------------------------------------------------------------------------------

      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.


EXAMPLE

The example below shows the expenses that a hypothetical contract owner 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.



<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                                                 AT THE END OF EACH PERIOD SHOWN,
                                                      THE EXPENSES WOULD BE:
                                     --------------------------------------------------------
                                         1 YEAR        3 YEARS        5 YEARS        10 YEARS
---------------------------------------------------------------------------------------------
<S>                                  <C>           <C>            <C>            <C>
EQ/Aggressive Stock                    $ 14.49       $ 45.03       $  77.78        $ 170.39
Alliance Common Stock                  $ 13.02       $ 40.52       $  70.10        $ 154.15
Alliance Conservative Investors        $ 14.81       $ 46.00       $  79.42        $ 173.84
Alliance Global                        $ 16.38       $ 50.81       $  87.60        $ 190.94
Alliance Growth and Income             $ 14.49       $ 45.03       $  77.78        $ 170.39
Alliance Growth Investors              $ 14.28       $ 44.39       $  76.69        $ 168.08
Alliance High Yield                    $ 14.60       $ 45.35       $  78.33        $ 171.54
Alliance Intermediate Government       $ 13.76       $ 42.78       $  73.94        $ 162.30
  Securities
Alliance International                 $ 18.80       $ 58.16       $ 100.03        $ 216.66
Alliance Money Market                  $ 11.87       $ 36.97       $  64.03        $ 141.23
EQ/Alliance Premier Growth             $ 17.33       $ 53.69       $  92.47        $ 201.08
Alliance Small Cap Growth              $ 16.38       $ 50.81       $  87.60        $ 190.94
EQ/Alliance Technology                 $ 17.33       $ 53.69       $  92.47        $ 201.08
EQ/AXP New Dimensions                  $ 15.22       $ 47.28       $  81.61        $ 178.42
EQ/AXP Strategy Aggressive             $ 15.75       $ 48.89       $  84.33        $ 184.13
Capital Guardian Research              $ 15.22       $ 47.28       $  81.61        $ 178.42
Capital Guardian U.S. Equity           $ 15.22       $ 47.28       $  81.61        $ 178.42
EQ Equity 500 Index                    $ 10.92       $ 34.06       $  59.04        $ 130.55
EQ/Evergreen                           $ 15.22       $ 47.28       $  81.61        $ 178.42
EQ/Evergreen Foundation                $ 15.22       $ 47.28       $  81.61        $ 178.42
FI Mid Cap                             $ 15.75       $ 48.89       $  84.33        $ 184.13
FI Small/Mid Cap Value                 $ 16.80       $ 52.09       $  89.77        $ 195.46
EQ International Equity Index          $ 15.75       $ 48.89       $  84.33        $ 184.13
---------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

-----
  14
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                                       AT THE END OF EACH PERIOD SHOWN,
                                                            THE EXPENSES WOULD BE:
                                           --------------------------------------------------------
                                               1 YEAR        3 YEARS        5 YEARS        10 YEARS
---------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>            <C>            <C>
EQ/Janus Large Cap Growth                    $ 17.33       $ 53.69       $  92.47        $ 201.08
Mercury Basic Value Equity                   $ 15.22       $ 47.28       $  81.61        $ 178.42
Mercury World Strategy                       $ 17.85       $ 55.29       $  95.18        $ 206.67
MFS Emerging Growth Companies                $ 15.75       $ 48.89       $  84.33        $ 184.13
MFS Growth with Income                       $ 15.22       $ 47.28       $  81.61        $ 178.47
MFS Research                                 $ 15.22       $ 47.28       $  81.61        $ 178.42
Morgan Stanley Emerging Markets Equity       $ 23.63       $ 72.76       $ 124.52        $ 266.36
EQ/Putnam Balanced                           $ 14.70       $ 45.68       $  78.88        $ 172.69
EQ/Putnam Growth & Income Value              $ 15.22       $ 47.28       $  81.61        $ 178.42
EQ Small Company Index                       $ 13.13       $ 40.84       $  70.65        $ 155.32
T. Rowe Price Equity Income                  $ 15.22       $ 47.28       $  81.61        $ 178.42
T. Rowe Price International Stock            $ 18.38       $ 56.89       $  97.87        $ 212.23
---------------------------------------------------------------------------------------------------
</TABLE>

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


<PAGE>

1
Contract features and benefits


--------
 15
--------------------------------------------------------------------------------

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 contribution amount of $10,000 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 83    o After-tax money.                         o No additional contributions after
                                o Paid to us by check or transfer of         age 84.
                                  contract value in a tax-deferred
                                  exchange under Section 1035 of the
                                  Internal Revenue Code.
--------------------------------------------------------------------------------------------------------------------
 Rollover IRA   20 through 83   o Rollovers from a qualified plan.         o No rollover or direct transfer
                                                                             contributions after age 84.
                                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 limited to
                                o Direct custodian-to-custodian transfers    $2,000 per year.
                                  from another traditional individual
                                  retirement arrangement.                  o Although we accept ongoing regular
                                                                             contributions under the Rollover IRA,
                                o Regular IRA contributions.                 we intend that this contract be used for
                                                                             rollover contributions. Please refer to
                                                                             "Withdrawals, payments and transfers
                                                                             of funds out of traditional IRAs" in "Tax
                                                                             Information" for a discussion of conduit
                                                                             IRAs.
--------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

-----
  16
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                 AVAILABLE
CONTRACT         FOR ANNUITANT                                                 LIMITATIONS ON
TYPE             ISSUE AGES       SOURCE OF CONTRIBUTIONS                      CONTRIBUTIONS
-----------------------------------------------------------------------------------------------------------------------------
<S>              <C>             <C>                                           <C>
 Roth            20 through 83   o Rollovers from another Roth IRA.            o No additional rollover or direct transfer
 Conversion IRA                                                                  contributions after age 84.
                                 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 IRA.       distributions for the traditional IRA you
                                                                                 are rolling over.
                                 o Regular Roth IRA contributions
                                                                               o You cannot roll over funds from a
                                                                                 traditional IRA if your adjusted gross
                                                                                 income is $100,000 or more.

                                                                               o Regular Roth IRA contributions are
                                                                                 limited to $2,000 per year.

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

-----------------------------------------------------------------------------------------------------------------------------
 Rollover TSA    20 through 83   o Rollovers from another TSA contract or      o No additional rollover or direct transfer
                                   arrangement.                                  contributions after age 84.
                                 o Rollovers from a traditional IRA which      o Contributions after age 70 1/2 must be
                                   was a "conduit" for TSA funds                 net of required minimum distributions.
                                   previously rolled over.                     o Employer-remitted contributions are not
                                 o Direct transfers from another contract or     permitted.
                                   arrangement under Section 403(b) of
                                   the Internal Revenue Code, complying
                                   with IRS Revenue Ruling 90-24.

 This contract may not be available in your state.
-----------------------------------------------------------------------------------------------------------------------------
 QP              20 through 75   o Only transfer contributions from an         o Regular ongoing payroll contributions
                                   existing qualified plan trust as a change     are not permitted.
                                   of investment vehicle under the plan.       o Only one additional contribution may be
                                 o The plan must be qualified under              made during a contract year.
                                   Section 401(a) of the Internal Revenue      o No additional transfer contributions
                                   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 70 1/2 must be
                                                                                 net of any required minimum
                                                                                 distributions.

 Please refer to Appendix I for a discussion of purchase considerations of QP contracts.
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

-----
 17
--------------------------------------------------------------------------------

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 contracts with
the same annuitant would then total more than $1,500,000. We may also refuse to
accept any contribution if the sum of all contributions under all Equitable
Life annuity accumulation contracts that you own would then total more than
$2,500,000.

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


<PAGE>

----------
   18
--------------------------------------------------------------------------------

OWNER AND ANNUITANT REQUIREMENTS

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

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

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

 For your convenience, we will accept initial and additional contributions by
 wire transmittal from certain broker-dealers who have agreements with us for
 this purpose. Methods of payment are discussed in detail in "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
 and generally ends at 4:00 p.m. Eastern Time. We may, however, close due to
 emergency conditions.
--------------------------------------------------------------------------------

 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
 Advisor 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 of the 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 variable investment options.
--------------------------------------------------------------------------------


<PAGE>

-----
 19
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
 PORTFOLIOS OF EQ ADVISORS TRUST
------------------------------------------------------------------------------------------------------------------------------
 PORTFOLIO NAME                     OBJECTIVE                                         ADVISER
------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                                               <C>
 EQ/Aggressive Stock               Long-term growth of capital                       Alliance Capital Management L.P.,
                                                                                     Massachusetts Financial Services Company
------------------------------------------------------------------------------------------------------------------------------
 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.
------------------------------------------------------------------------------------------------------------------------------
 EQ/Alliance Technology            Long-term growth of capital                       Alliance Capital Management, L.P.
------------------------------------------------------------------------------------------------------------------------------
 EQ/AXP New Dimensions             Long-term growth of capital                       American Express Financial Corporation
------------------------------------------------------------------------------------------------------------------------------
 EQ/AXP Strategy Aggressive        Long-term growth of capital                       American Express Financial Corporation
------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

-----
  20
--------------------------------------------------------------------------------


<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 Equity 500 Index             Seeks a total return before expenses that           Alliance Capital Management, L.P.
                                 approximates the total return performance of the    Bankers Trust Company
                                 S&P 500 Index, including reinvestment of
                                 dividends, at a risk level consistent with that of
                                 the S&P 500 Index
------------------------------------------------------------------------------------------------------------------------------
 EQ/Evergreen                    Long-term growth capital                            Evergreen Asset Management Corp.
------------------------------------------------------------------------------------------------------------------------------
 EQ/Evergreen Foundation         In order of priority, reasonable income,            Evergreen Asset Management Corp.
                                 conservation of capital, and capital appreciation
------------------------------------------------------------------------------------------------------------------------------
 FI Mid Cap                      Long-term growth of capital                         Fidelity Management & Research
                                                                                     Company
------------------------------------------------------------------------------------------------------------------------------
 FI Small/Mid Cap Value          Long-term capital appreciation                      Fidelity Management & Research
                                                                                     Company
------------------------------------------------------------------------------------------------------------------------------
 EQ International Equity Index   Replicate as closely as possible (before            Alliance Capital Management, L.P.
                                 deduction of portfolio expenses) the total          Bankers Trust Company
                                 return of the Morgan Stanley Capital
                                 International Europe, Australia, Far East Index
------------------------------------------------------------------------------------------------------------------------------
 EQ/Janus Large Cap Value        Long-term growth in a manner that is consistent     Janus Capital Corporation
                                 with preservation of capital
------------------------------------------------------------------------------------------------------------------------------
 Mercury Basic Value Equity      Capital appreciation and secondarily, income        Mercury Asset Management, US
------------------------------------------------------------------------------------------------------------------------------
 Mercury World Strategy          High total investment return                        Mercury Asset Management, US
------------------------------------------------------------------------------------------------------------------------------
 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
------------------------------------------------------------------------------------------------------------------------------
 EQ Small Company Index          Replicate as closely as possible (before            Alliance Capital Management, L.P.
                                 deduction of portfolio expenses) the total          Bankers Trust Company
                                 return of the Russell 2000 Index
------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

----------
  21
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
 PORTFOLIOS OF EQ ADVISORS TRUST (CONTINUED)
------------------------------------------------------------------------------------------------------------------------------
 PORTFOLIO NAME                   OBJECTIVE                                        ADVISER
------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                                              <C>
 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                      T. Rowe Price International, Inc.
     Stock
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

 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.

--------------------------------------------------------------------------------
 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. This 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 will discuss the market value
 adjustment below and in greater detail later in this prospectus in "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 2001 through
 2010. 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 less.

 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,


<PAGE>

----------
   22
--------------------------------------------------------------------------------

 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.
 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, in "More information" later
 in this prospectus. Appendix II to this prospectus provides an example of how
 the market value adjustment is calculated.


 ALLOCATING YOUR CONTRIBUTIONS

 You may choose either of two ways to allocate your contributions under your
 contract: self-directed and principal assurance.


 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

 You can elect this allocation program with a minimum initial contribution of
 $10,000. You select a fixed maturity option and 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 March 15, 2000
 you chose the fixed maturity option with a maturity date of February 15, 2010,
 since the rate to maturity was 6.23% on March 15, 2000, we would have
 allocated $5,488.00 to that fixed maturity option and the


<PAGE>

----------
  23
--------------------------------------------------------------------------------

 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."


 GUARANTEED MINIMUM DEATH BENEFIT

 A guaranteed minimum death benefit is provided under your contract at no
 additional charge.

 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.

 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.

 GUARANTEED MINIMUM DEATH BENEFIT APPLICABLE FOR ANNUITANT AGES 80 THROUGH 83
 AT ISSUE OF NQ, ROLLOVER IRA, ROTH CONVERSION IRA AND ROLLOVER TSA CONTRACTS.

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

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


 YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

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

 Generally, your refund will equal your account value under the contract on the
 day we receive notification of your decision to cancel 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) and (ii) above). For any IRA


<PAGE>

----------
   24
--------------------------------------------------------------------------------

 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.

 In addition to the cancellation right described above, 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>

2
Determining your contract's value


----------------
  25
--------------------------------------------------------------------------------

 YOUR ACCOUNT VALUE AND CASH VALUE

 Your "account value" is the total of the (i) values you have in the variable
 investment options, (ii) market adjusted amounts in the fixed maturity options
 and (iii) value you have in the loan reserve account (applies for Rollover TSA
 contracts only). These amounts are subject to certain fees and charges
 discussed in "Charges and expenses."

 Your contract also has a "cash value." At any time before annuity payments
 begin, your contract's cash value is equal to the account value less the
 amount of any outstanding loan plus accrued interest (applicable to Rollover
 TSA contracts only). Please see "Surrendering your contract to receive its
 cash value" in "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 charges that we deduct under the contract.

--------------------------------------------------------------------------------
 Units measure your value in each variable investment option.
--------------------------------------------------------------------------------

 The unit value for each variable investment option depends on the investment
 performance of that option less daily charges for mortality and expense risks
 and administrative expenses.

 On any day, your value in any variable investment option equals the number of
 units credited to that option, adjusted for any units purchased for or
 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 they are:

 (i)   increased to reflect additional contributions;

 (ii)  decreased to reflect a withdrawal;

 (iii) increased to reflect a transfer into, or decreased to reflect a transfer
       out of, a variable investment option;

 (iv)  decreased to reflect a transfer of your loan amount to the loan reserve
       account under a Rollover TSA contract.

 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>

3
Transferring your money among investment options


----------------
      26
--------------------------------------------------------------------------------

 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% or less.

 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 will confirm all transfers in writing.


 MARKET TIMING

 You should note that the product is not designed for professional "market
 timing" organizations, or other organizations or individuals engaging in a
 market timing strategy, making programmed transfers, frequent transfers or
 transfers that are large in relation to the total assets of the underlying
 mutual fund portfolio. Market timing strategies are disruptive to the
 underlying mutual fund portfolios in which the variable investment options
 invest. If we determine that your transfer patterns among the variable
 investment options reflect a market timing strategy, we reserve the right to
 take action that will prevent the use of a market timing strategy including,
 but not limited to: restricting the availability of transfers through
 telephone requests, facsimile transmissions, automated telephone services,
 Internet services or any electronic transfer services. We may also refuse to
 act on transfer instructions of an agent acting under a power of attorney who
 is acting on behalf of more than one owner.


 DOLLAR COST AVERAGING

 Dollar cost averaging 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. This
 plan of investing, however, does not guarantee that you will earn a profit or
 be protected against losses.

 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 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 dollar cost averaging program will then
 end.


<PAGE>

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  27
--------------------------------------------------------------------------------

 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. There is no charge for the dollar cost averaging feature.


 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; the rebalancing program will remain in effect unless
 you request that it be canceled in writing.

 You may not elect the rebalancing program if you are participating in the
 dollar cost averaging program. Rebalancing is not available for amounts you
 have allocated in the fixed maturity options. There is no charge for the
 rebalancing feature.

<PAGE>

4
Accessing your money



----------------
      28
--------------------------------------------------------------------------------

     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."



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                                         METHOD OF WITHDRAWAL
------------------------------------------------------------------------------------
                                                   SUBSTANTIALLY        MINIMUM
 CONTRACT             LUMP SUM      SYSTEMATIC        EQUAL          DISTRIBUTION
------------------------------------------------------------------------------------
<S>                      <C>           <C>             <C>                 <C>
 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
------------------------------------------------------------------------------------
</TABLE>

 *     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
       Sheltered Annuity Contracts (TSAs)" in "Tax information."

 We impose no withdrawal charge for withdrawals from the Equitable Accumulator
 Advisor variable annuity contract. However, withdrawals, including withdrawals
 made to pay all or part of any fee that may be associated with the fee-based
 program, may be subject to income tax and a 10% penalty tax, as described in
 "Tax information", later in this prospectus. In addition, there may be charges
 in connection with the fee-based arrangement should you decide to no longer
 participate in the program. You should consult with your financial
 professional for more details.


 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 $300. If you request to withdraw more than 90% of a contract's
 current cash value, after a withdrawal, 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 and all IRA contracts)

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

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

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

 You may elect to take systematic withdrawals at any time. If you own an IRA
 contract, you may elect this withdrawal method only if you are between ages
 59 1/2 and 70 1/2.
<PAGE>

 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
 (All IRA contracts)

 The substantially equal withdrawals option allows you to receive distributions
 from your account value without triggering the 10% additional federal tax
 penalty, which


<PAGE>

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  29
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 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 after the
 later of age 59 1/2 or five full years after the first withdrawal. If you stop
 or change the withdrawals or take a lump sum withdrawal, you may be liable for
 the 10% federal tax penalty that would have otherwise been due on prior
 withdrawals made under this option and for any interest on those withdrawals.

 You may elect to take substantially equal withdrawals at any time before age
 59 1/2. We will make the withdrawal on any day of the month that you select as
 long as it is not later than the 28th day of the month. You may not elect to
 receive the first payment in the same contract year in which you took a lump
 sum withdrawal. We will calculate the amount of your substantially equal
 withdrawals. 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 lifetime
 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, or if less your account value. If your account value is
 less than $500 after the withdrawal, 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. 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 in the year 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 to
 withdrawals from the fixed maturity options.


 HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM DEATH BENEFIT

 Withdrawals will reduce your guaranteed minimum death benefit on a pro rata
 basis.

 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).


<PAGE>

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   30
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 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
 processed, we will transfer the amount of interest earned in the loan reserve
 account to the variable investment options in the same proportion as your
 account value is allocated among the variable investment options. 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 "Your annuity payout options" 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


<PAGE>

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  31
--------------------------------------------------------------------------------

 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 10 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.


 ANNUITY PURCHASE FACTORS

 Annuity purchase factors are the factors applied to determine your periodic
 payments under the annuity payout options. The annuity payout options are
 discussed under "Your annuity payout options" below. The guaranteed annuity
 purchase factors are those factors specified in your contract. The current
 annuity purchase factors are those factors that are in effect at any given
 time. Annuity purchase factors are based on interest rates, mortality tables,
 frequency of payments, the form of annuity benefit, and the annuitant's (and
 any joint annuitant's) age and sex in certain instances.


 YOUR ANNUITY PAYOUT OPTIONS

 Equitable Accumulator Advisor offers you several choices of annuity payout
 options. Some enable you to receive fixed annuity payments, which can be
 either level or increasing, and others enable you to receive variable annuity
 payments.

 You can choose from among the annuity payout options listed below.
 Restrictions may apply, depending on the type of contract you own or the
 annuitant's age at contract issue.


--------------------------------------------------------------------------------
 Fixed annuity payout options     Life annuity
                                  Life annuity with period
                                   certain
                                  Life annuity with refund
                                   certain
                                  Period certain annuity
--------------------------------------------------------------------------------
 Variable Immediate Annuity       Life annuity (not available
   payout options                  in New York)
                                  Life annuity with period
                                   certain
--------------------------------------------------------------------------------
 Income Manager payout            Life annuity with a period
   options (available for          certain
   annuitants age 83 or less      Period certain annuity
   at contract issue)
--------------------------------------------------------------------------------


 o  Life annuity: An annuity that guarantees payments for the rest of the
    annuitant's life. Payments end with the last monthly payment before the
    annuitant's death. Because there is no continuation of benefits following
    the annuitant's death with this payout option, it provides the highest
    monthly payment of any of the life annuity options, so long as the
    annuitant is living.

 o  Life annuity with 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. The period certain
    cannot extend beyond the annuitant's life expectancy. A fixed life annuity
    with a period certain is the form of annuity under the contract that you
    will receive if you do not elect a different payout option. In this case,
    the period certain will be based on the annuitant's age and will not
    exceed 10 years.

 o  Life annuity with 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



<PAGE>

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   32
--------------------------------------------------------------------------------

    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 even if the annuitant dies
    before the end of the period certain. The guaranteed period may not exceed
    the annuitant's life expectancy. 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.
    This payout option is available only as a fixed annuity.

 The life annuity, life annuity with period certain, and life annuity with
 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. We may offer other payout options not
 outlined here. Your financial professional can provide details.


 FIXED ANNUITY PAYOUT OPTIONS

 With fixed annuities, we guarantee fixed annuity payments that will be based
 either on the tables of guaranteed annuity purchase factors in your contract
 or on our then current annuity purchase factors, whichever is more favorable
 for you.

 VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS

 Variable Immediate Annuities are described in a separate prospectus that is
 available from your financial professional. Before you select a Variable
 Immediate Annuity payout option, you should read the prospectus which contains
 important information that you should know.

 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.

 INCOME MANAGER PAYOUT OPTIONS

 The Income Manager payout annuity contracts differ from the other payout
 annuity contracts. The other payout annuity contracts 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. Income Manager payout
 options are described in a separate prospectus that is available from your
 financial professional. Before you select an Income Manager payout option, you
 should read the prospectus which contains important information that you
 should know.

 Both Income Manager payout options provide guaranteed level payments (NQ and
 IRA contracts). The Income Manager (life annuity with period certain) also
 provides guaranteed increasing payments (NQ contracts only).

 For QP and Rollover TSA contracts, if you want to elect an Income Manager
 payout option, we will first roll over amounts in such contract to a Rollover
 IRA contract. You will be the owner of the Rollover IRA contract.

 You may choose to apply only part of the account value of your Equitable
 Accumulator Advisor contract to an Income Manager payout annuity. In this
 case, we will consider any amounts applied as a withdrawal from your Equitable
 Accumulator Advisor contract. For the tax consequences of withdrawals, see
 "Tax information."

 Depending upon your circumstances, the purchase of an Income Manager contract
 may be done on a tax-free basis. Please consult your tax adviser.


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 THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION

 The amount applied to purchase an annuity payout option varies, depending on
 the payout option that you choose and the timing of your purchase as it
 relates to any market value adjustments.

 If amounts in a fixed maturity option are used to purchase any annuity payout
 option, prior to the maturity date, a market value adjustment will apply.

 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 unless you are applying
 only some of your account value to an Income Manager contract. The contract
 owner and annuitant must meet the issue age and payment requirements.

 You can choose the date annuity payments begin but it may not be earlier than
 thirteen months from the Equitable Accumulator Advisor contract date. Except
 with respect to the Income Manager annuity payout options, where payments are
 made on the 15th day of each month, you can change the date your annuity
 payments are to begin anytime before that date as long as you do not choose a
 date later than the 28th day of any month. Also, that date may not be later
 than the contract date anniversary that follows the annuitant's 90th birthday.
 This may be different in some states.

 Before the last day by which your annuity payments must begin, we will notify
 you by letter. Once you have selected an annuity payout option and payments
 have begun, no change can be made other than: (i) transfers (if permitted in
 the future) among the variable investment options if a Variable Immediate
 Annuity is selected; and (ii) withdrawals (subject to a market value
 adjustment) if an Income Manager Annuity payout option is chosen.

 The amount of the annuity payments will depend on the amount applied to
 purchase the annuity and the applicable annuity purchase factors, discussed
 earlier.

 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.

 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.


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5
Charges and expenses



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 CHARGES THAT EQUITABLE LIFE DEDUCTS

 MORTALITY AND EXPENSE RISKS CHARGE AND ADMINISTRATIVE 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, as well as administrative expenses under the
 contract. The daily charge is equivalent to an annual rate of up to 0.50% 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 account 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.

 The administrative charge is to compensate us for administrative expenses
 under the contract.

 We may reduce or eliminate the mortality and expense risks charge and
 administrative charge if we believe that the risks or administrative expenses
 for which this charge are imposed are reduced or eliminated. We will not
 permit a reduction or elimination of this charge where it would be unfairly
 discriminatory.

 CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES

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

 FEE-BASED EXPENSES

 The fees and expenses of a fee-based program are separate from and in addition
 to the fees and expenses of the contract. Please consult with your financial
 professional for more details about your fee-based program.


 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 and administrative charge, or change the minimum
 contribution requirements. We also may change 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 IRA contracts. Sponsored arrangements include those in
 which an employer allows us to sell contracts to its employees or retirees on
 an individual basis.


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 Our costs for 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,
 the Employee Retirement Income Security Act of 1974, 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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6
Payment of death benefit



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 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.
 We will send you a written confirmation when we receive your request. 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. We determine the amount of the death benefit
 (other than the guaranteed minimum death benefit) as of the date we receive
 satisfactory proof of the annuitant's death. We determine the amount of the
 guaranteed minimum death benefit as of the date of the annuitant's death.
 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 spouse of the owner/annuitant can choose to be treated as the
 successor owner/annuitant and continue the contract. Only a spouse who is the
 sole primary beneficiary can be a successor owner/annuitant. A successor
 owner/annuitant can only be named under NQ and IRA contracts.

 For IRA contracts, a beneficiary may be able to have limited ownership as
 discussed under "Beneficiary continuation option" 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 this 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 successor owner (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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 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 "Your annuity payout options"
 in "Accessing your money" earlier in this prospectus. Please note that any
 annuity payout option chosen may 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 primary 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. The increase in the account value will be allocated to
 the investment options according to the allocation percentages we have on file
 for your contract. 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

 Upon your death under an IRA contract, a beneficiary may generally elect to
 keep the contract in your name and receive distributions under the contract
 instead of receiving the death benefit in a single sum. In order to elect this
 option, the beneficiary must be an individual. Certain trusts with only
 individual beneficiaries will be treated as individuals. This election must be
 made within 60 days following the date we receive proof of your death. We will
 increase the account value to equal the death benefit if the death benefit is
 greater than the account value. Except as noted in the next sentence, the
 beneficiary continuation option will be available on or after May 1, 2000,
 depending on when we receive regulatory approval in your state. For Rollover
 IRA contracts, a similar beneficiary continuation option will be available
 until the beneficiary continuation option described in this prospectus is
 available. Please contact our processing office for further information.

 Under the beneficiary continuation option:

 o  The contract continues in your name for the benefit of your beneficiary.

 o  The beneficiary may make transfers among the investment options but no
    additional contributions will be permitted.

 o  The death benefit (including the guaranteed minimum death benefit)
    provisions will no longer be in effect.

 o  The beneficiary may choose at any time to withdraw all or a portion of the
    account value. Any partial withdrawal must be at least $300.

 o  Upon the death of the beneficiary, any remaining death benefit will be paid
    in a lump sum to the person the beneficiary designates.

 For Traditional IRA contracts only, if you die AFTER the "Required Beginning
 Date" for required minimum distributions (see "Tax information"), 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.


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 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. You should contact our processing office for
 further information.

 For all of the above contracts,  if you die BEFORE the Required Beginning Date
 (and therefore you were not taking minimum distribution withdrawals under the
 contract) the beneficiary may elect one of the following two beneficiary
 continuation options.

 1. Payments over life expectancy period. The beneficiary can receive annual
 minimum distributions based on the beneficiary's life expectancy. If there is
 more than one beneficiary, the shortest life expectancy is used. These minimum
 distributions must begin by December 31st of the calendar year following the
 year of your death. In some situations, a spouse beneficiary who elects to
 continue the contract in your name under the beneficiary continuation option
 instead of electing successor owner/annuitant status may also choose to delay
 beginning these minimum distributions until the December 31st of the calendar
 year in which you would have turned age 70 1/2.

 2. Five Year Rule. The beneficiary can take withdrawals as desired. If the
 beneficiary does not withdraw the entire account value by the December 31st of
 the fifth calendar year following your death, we will pay any amounts
 remaining under the contract to the beneficiary by that date. If you have more
 than one beneficiary, and one of them elects this option, then all of your
 beneficiaries will receive this option.



<PAGE>

7
Tax information



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 OVERVIEW

 In this part of the prospectus, we discuss the current federal income tax
 rules that generally apply to Equitable Accumulator Advisor 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 of the contract, and (2) multiplying the result by the
 amount

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

 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. This includes withdrawals to pay all or a part of any fee that may
 be associated with the fee-based program. See "Withdrawing your account value"
 in "Accessing your money" earlier in this prospectus. 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 Advisor NQ contract. If you are using a life
    insurance or endowment contract the owner and the insured under the life
    insurance or endowment contract must be the same as the owner and
    annuitant, respectively under the Equitable Accumulator Advisor contract.

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

 A recent case permitted an owner to direct the proceeds of a partial
 withdrawal from one nonqualified deferred annuity contract to a different
 insurer to purchase a new nonqualified deferred annuity contract on a
 tax-deferred basis. Special forms, agreement between the carriers, and
 provision of cost basis information may be required to process this type of
 exchange.


 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.


 OTHER INFORMATION

 The Treasury Department has the authority to issue guidelines prescribing the
 circumstances in which your ability


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 to direct your investment to particular portfolios within a separate account
 may cause you, rather than the insurance company, to be treated as the owner
 of the portfolio shares attributable to your nonqualified annuity. In that
 case, income and gains attributable to such portfolio shares would be included
 in your gross income for federal income tax purposes. Under current rules,
 however, we believe that Equitable Life, and not the owner of a nonqualified
 annuity contract, would be considered the owner of the portfolio shares.


 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.


 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.gov).

 Equitable Life designs its traditional IRA 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"). The traditional IRAs we offer are the Rollover IRA
 and Flexible Premium 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's traditional IRA contract has been approved by the IRS as to
 form for use as a traditional IRA. 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


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 traditional IRA contract. Although we do not have IRS approval as to form, we
 believe that the version of the Roth IRA currently offered complies with the
 requirements of the Internal Revenue Code.


 CANCELLATION

 You can cancel an Equitable Accumulator Advisor IRA contract by following the
 directions under "Your right to cancel within a certain number of days" in
 "Contract features and benefits" earlier in the prospectus. You can cancel an
 Equitable Accumulator Advisor Roth Conversion IRA contract issued as a result
 of a full conversion of an Equitable Accumulator Advisor 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  regular contributions out of earned income or compensation; or

 o  tax-free "rollover" contributions; or

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


 REGULAR CONTRIBUTIONS TO TRADITIONAL IRAS

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

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

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

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

 IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your
 adjusted gross income (AGI) is BELOW THE LOWER DOLLAR FIGURE IN A PHASE-OUT
 RANGE, you can make fully deductible contributions to your


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 traditional IRAs. For each tax year, your fully deductible contribution can be
 up to $2,000 or, if less, your earned income.

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

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

 If you are single and covered by a retirement plan during any part of the
 taxable year, the deduction for traditional IRA contributions phases out with
 AGI between $32,000 and $42,000 in 2000. This range will increase every year
 until 2005 when the range is $50,000-$60,000.

 If you are married and file a joint return, and you are covered by a
 retirement plan during any part of the taxable year, the deduction for
 traditional IRA contributions phases out with AGI between $52,000 and $62,000
 in 2000. This range will increase every year until 2007 when the range is
 $80,000-$100,000.

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

 To determine the deductible amount of the contribution in 2000, you determine
 AGI and subtract $32,000 if you are single, or $52,000 if you are married and
 file a joint return with your spouse. The resulting amount is your excess AGI.
 You then determine the limit on the deduction for traditional IRA
 contributions using the following formula:


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

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

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

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


 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.

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 Any amount contributed to a traditional IRA after you reach age 70 1/2 must be
 net of your required minimum distribution for the year in which the rollover
 or direct transfer contribution is made.


 ROLLOVERS FROM QUALIFIED PLANS OR TSAS

 There are two ways to do rollovers:

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

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

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

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

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

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

 o  a hardship withdrawal; or

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

 o  corrective distributions 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.


 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



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 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.


 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 (including withdrawals to
 pay all or part of any fee that may be imposed by the sponsor of your
 fee-based program), surrender of your contract and annuity payments from your
 contract. Death benefits are also taxable. Except as discussed below, the
 total amount of any distribution from a traditional IRA must be included in
 your gross income as ordinary income.

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

 In addition, a distribution is not taxable if:

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

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

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

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

   o the entire amount received from the traditional IRA (including any
     earnings on the rollover contribution) must be rolled over into another
     qualified plan within 60 days of the date received.

 Similar rules apply in the case of a TSA.

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 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 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 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


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 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
 designated beneficiary over the beneficiary's life or over a period certain
 that does not extend beyond the beneficiary's life expectancy are also
 permitted, if these payments start within one year of your death. A surviving
 spouse beneficiary can also (a) delay starting any payments until you would
 have reached age 70 1/2 or (b) roll over your traditional IRA into his or her
 own traditional IRA.

     SUCCESSOR ANNUITANT AND OWNER

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

 PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH

 IRA death benefits are taxed the same as IRA distributions.


 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.


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     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 after 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 either 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."

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


 CONTRIBUTIONS TO ROTH IRAS

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

o regular after-tax contributions out of earnings; or

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

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

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

 If you use the forms we require, we will also accept traditional IRA funds
 which are subsequently recharacterized as Roth IRA funds following special
 federal income tax rules.


 REGULAR CONTRIBUTIONS TO ROTH IRA'S

 LIMITS ON REGULAR CONTRIBUTIONS. Generally, $2,000 is the maximum amount that
 you may contribute to all IRAs (including Roth IRAs) in any taxable year. This
 $2,000 limit does not apply to rollover contributions or direct


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 custodian-to-custodian transfers into a Roth IRA. Any contributions to Roth
 IRAs reduce your ability to contribute to traditional IRAs and vice versa.
 When your earnings are below $2,000, your earned income or compensation for
 the year is the most you can contribute. If you are married and file a joint
 income tax return, you and your spouse may combine your compensation to
 determine the amount of regular contributions you are permitted to make to
 Roth IRAs and traditional IRAs. See the discussion above under traditional
 IRAs.

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

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

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

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

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

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

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

 WHEN YOU MAKE CONTRIBUTIONS. Same as traditional IRAs.

 DEDUCTIBLE OF CONTRIBUTIONS. Roth IRA contributions are not tax deductible.

 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.


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


 CONVERSION CONTRIBUTIONS TO ROTH IRAS

 In a conversion rollover transaction, you withdraw (or are considered to have
 withdrawn) all or a portion of funds from a traditional IRA you maintain and
 convert it to a Roth IRA within 60 days after you receive (or are considered
 to have received) the traditional IRA proceeds. Unlike a rollover from a
 traditional IRA to another traditional IRA, the conversion rollover
 transaction is not tax-free. Instead, the distribution from the traditional
 IRA is generally fully taxable. For this reason, we are required to withhold
 10% federal income tax from the amount converted unless you elect out of such
 withholding. (If you have ever made nondeductible regular contributions to any
 traditional IRA - whether or not it is the traditional IRA you are converting
 - a pro rata portion of the distribution is tax 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 computed without the gross income stemming from the
 traditional IRA conversion.) You also cannot make conversion contributions to
 a Roth IRA for any taxable year in which your federal income tax filing status
 is "married filing separately."

 Finally, you cannot make conversion contributions to a Roth IRA to the extent
 that the funds in your traditional IRA are subject to the annual required
 minimum distribution rule applicable to traditional IRAs beginning at age
 70 1/2.

 WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF ROTH IRAS

 NO FEDERAL INCOME TAX LAW RESTRICTIONS ON WITHDRAWALS. You can withdraw any or
 all of your funds from a Roth IRA at any time; you do not need to wait for a
 special event like retirement.


 DISTRIBUTIONS FROM ROTH IRAS

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

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

 o  Rollovers from a Roth IRA to another Roth IRA;

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

 o  "Qualified Distributions" from Roth IRAs; and

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

 QUALIFIED DISTRIBUTIONS FROM ROTH IRAS. Qualified distributions from Roth IRAs
 made because of one of the following four qualifying events or reasons are not
 includable in income:

 o  you reach age 59 1/2; or

 o  you die; or

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

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

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



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 possible to have a tax-free qualified distribution before the year 2003
 because of the five-year aging requirement.

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

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

 Like traditional IRAs, taxable distributions from a Roth IRA are not entitled
 to the special favorable 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

 Generally the same as traditional IRA.

 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 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


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

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

 ROLLOVER OR DIRECT TRANSFER CONTRIBUTIONS. You may make rollover contributions
 to your Equitable 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 the Revenue Ruling
 90-24 only if:

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

 o  the Equitable contract receiving the funds has provisions at least as
    restrictive as the source contract.

 Before you transfer funds to an Equitable 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 Rollover TSA must be net of the required
 minimum distribution for the tax year in which we issue the contract if:

 o  you are or will be at least age 70 1/2 in the current calendar year, and

 o  you have separated from service with the employer who provided the funds to
    purchase the TSA you are transferring or rolling over to the Equitable
    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


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 the Equitable Accumulator Advisor Rollover TSA. You must also elect or have
 elected a minimum distribution calculation method requiring recalculation of
 your life expectancy (and if applicable, your spouse's life expectancy) if you
 elect an annuity payout for the funds in this contract subsequent to this
 year.

 DISTRIBUTIONS FROM TSAS

 GENERAL. Depending on the terms of the employer plan and your employment
 status, you may have to get your employer's consent to take a loan or
 withdrawal. Your employer will tell us this when you establish the TSA through
 a direct transfer.

 WITHDRAWAL RESTRICTIONS. If this is a Revenue Ruling 90-24 direct transfer, we
 will treat all amounts transferred to this contract and any future earnings on
 the amount transferred as not eligible for withdrawal until one of the
 following events happens:

 o  you are separated from service with the employer who provided the funds to
    purchase the TSA you are transferring to the Equitable Accumulator
    Advisor  Rollover TSA; or

 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
 acknowledgment 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 (including withdrawals to pay all
 or part of any fee that may be imposed by the sponsor of your fee-based
 program) 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


<PAGE>

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 state income tax withholding and information reporting" below. In addition,
 TSA distributions may be subject to additional tax penalties.

 If you have made after-tax contributions, you will have a tax basis in your
 TSA contract, which will be recovered tax-free. Since we do not track your
 investment in the contract, if any, it is your responsibility to determine how
 much of the distribution is taxable.

 DISTRIBUTIONS BEFORE ANNUITY PAYMENTS BEGIN. On a total surrender, the amount
 received in excess of the investment in the contract is taxable. We will
 report the total amount of the distribution. The amount of any partial
 distribution from a TSA prior to the annuity starting date is generally
 taxable, except to the extent that the distribution is treated as a withdrawal
 of after-tax contributions. Distributions are normally treated as pro rata
 withdrawals of after-tax contributions and earnings on those contributions.

 ANNUITY PAYMENTS. If you elect an annuity payout option, you will recover any
 investment in the contract as each payment is received by dividing the
 investment in the contract by an expected return determined under an IRS table
 prescribed for qualified annuities. The amount of each payment not excluded
 from income under this exclusion ratio is fully taxable. The full amount of
 the payments received after your investment in the contract is recovered is
 fully taxable. If you (and your beneficiary under a joint and survivor
 annuity) die before recovering the full investment in the contract, a
 deduction is allowed on your (or your beneficiary's) final tax return.


 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 permissable 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 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.


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 The amount borrowed and not repaid may be treated as a distribution if:

 o  the loan does not qualify under the conditions above;

 o  the participant fails to repay the interest or principal when due; or

 o  in some instances, the participant separates from service with the employer
    who provided the funds or the plan is terminated.

 In this case, the participant may have to include the unpaid amount due as
 ordinary income. In addition, the 10% early distribution penalty tax may
 apply. The amount of the unpaid loan balance is reported to the IRS on Form
 1099-R as a distribution.


 TAX-DEFERRED ROLLOVERS AND DIRECT TRANSFERS

 You may roll over any "eligible rollover distribution" from a TSA into another
 eligible retirement plan, either directly or within 60 days of your receiving
 the distribution. To the extent rolled over, a distribution remains
 tax-deferred.

 You may roll over a distribution from a TSA to another TSA or to a traditional
 IRA. A spousal beneficiary may roll over death benefits only to a traditional
 IRA.

 The taxable portion of most distributions will be eligible for rollover,
 except as specifically excluded under federal income tax rules. Distributions
 that you cannot roll over generally include periodic payments for life or for
 a period of 10 years or more, hardship withdrawals, and required minimum
 distributions under federal income tax rules.

 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 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 Rollover TSA on the form used to establish the TSA, you do not
    qualify.


 SPOUSAL CONSENT RULES

 This will apply to you if you establish your Equitable Accumulator Advisor
 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.


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 If you are married and you die before annuity payments have begun, payments
 will be made to your surviving spouse in the form of a life annuity unless at
 the time of your death a contrary election was in effect. However, your
 surviving spouse may elect, before payments begin, to receive payments in any
 form permitted under the terms of the TSA contract and the plan of the
 employer who provided the funds for the TSA.


 EARLY DISTRIBUTION PENALTY TAX

 A penalty tax of 10% of the taxable portion of a distribution applies to
 distributions from a TSA before you reach age 59 1/2. This is in addition to
 any income tax. There are exceptions to the extra penalty tax. No penalty tax
 applies to pre-age 59 1/2 distributions made:

 o  on or after your death; or

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

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

 o  if you are separated from service, any form of payout after you are age 55;
    or

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


 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 and/or report 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


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 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 $14,880 in periodic annuity payments in
 2000, your payments will generally be exempt from federal income tax
 withholding. You could specify a different choice of withholding exemption or
 request that tax be withheld. Your withholding election remains effective
 unless and until you revoke it. You may revoke or change your withholding
 election at any time.


 FEDERAL INCOME TAX WITHHOLDING ON NON-PERIODIC ANNUITY PAYMENTS (WITHDRAWALS)

 For a non-periodic distribution (total surrender or partial withdrawal), we
 generally withhold at a flat 10% rate. We apply that rate to the taxable
 amount in the case of nonqualified contracts, and to the payment amount in the
 case of IRAs and Roth IRAs.

 You cannot elect out of withholding if the payment is an "eligible rollover
 distribution" from a qualified plan or TSA. If a non-periodic distribution
 from a qualified plan or TSA is not an "eligible rollover distribution" then
 the 10% withholding rate applies.


 MANDATORY WITHHOLDING FROM TSA AND QUALIFIED PLAN DISTRIBUTIONS

 Unless you have the distribution go directly to the new plan, eligible
 rollover distributions from qualified plans and TSAs are subject to mandatory
 20% 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.


<PAGE>

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More information



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      58
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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 1996 under special provisions of
 the New York Insurance Law. These provisions prevent creditors from any other
 business we conduct from reaching the assets we hold in our variable
 investment options for owners of our variable annuity contracts, including
 these contracts. We are the legal owner of all of the assets in Separate
 Account No. 45 and may withdraw any amounts that exceed our reserves and other
 liabilities with respect to variable investment options under our contracts.
 The results of Separate Account No. 45's operations are accounted for without
 regard to Equitable Life's other operations.

 Separate Account No. 45 is registered under the Investment Company Act of 1940
 and is classified by that act as a "unit investment trust." The SEC, however,
 does not manage or supervise Equitable Life or Separate Account No. 45.

 Each subaccount (variable investment option) within Separate Account No. 45
 invests solely in class IB shares issued by the corresponding portfolio of 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 an affiliate 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 Trust 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, the portfolio investment
 objectives, policies, restrictions, risks, expenses, the Rule 12b-1 Plan
 relating to its Class IB shares, and other


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 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.


 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 March 15, 2000 and the related
 price per $100 of maturity value were as follows:



<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
   FIXED MATURITY
   OPTIONS WITH
   FEBRUARY 15TH         RATE TO MATURITY         PRICE
 MATURITY DATE OF            AS OF             PER $100 OF
   MATURITY YEAR        JANUARY 18, 2000      MATURITY VALUE
--------------------------------------------------------------------------------
<S>                           <C>                 <C>
       2001                   4.45%               $ 96.06
       2002                   5.16%               $ 90.78
       2003                   5.68%               $ 85.09
       2004                   5.76%               $ 80.27
       2005                   5.87%               $ 75.50
       2006                   5.95%               $ 71.00
       2007                   6.02%               $ 66.71
       2008                   6.08%               $ 62.64
       2009                   6.17%               $ 58.59
       2010                   6.23%               $ 54.88
--------------------------------------------------------------------------------
</TABLE>

 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.

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

 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 II for an
 example.

 For purposes of calculating the rate to maturity for new allocations to a
 fixed maturity option (see (1)(c) above), we use the rate we have in effect
 for new allocations to that fixed maturity option. We use this rate even if
 new allocations to that option would not be accepted at that time. This rate
 will not be less than 3%. If we do not have a rate to maturity in effect for a
 fixed maturity option to which the "current rate to maturity" in (1)(c) would
 apply, we will use the rate at the next closest maturity date. If we are no
 longer offering new fixed maturity options, the "current rate


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 to maturity" will be determined in accordance with our procedures then in
 effect. We reserve the right to add up to 0.25% to the current rate in (1)(c)
 above for purposes of calculating the market value adjustment only.


 INVESTMENTS UNDER THE FIXED MATURITY OPTIONS

 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


 WIRE TRANSMITTALS

 We accept initial contributions sent by wire to our processing office by
 agreement with certain broker-dealers. The transmittals must be accompanied by
 information we require to allocate your contribution. Wire orders not
 accompanied by complete information may be retained as described in "How you
 can make your contributions."

 Even if we accept the wire order and essential information, a contract
 generally will not be issued until we receive and accept a properly completed
 application. In certain cases we may issue a contract based on information
 forwarded


<PAGE>

----------
  61
--------------------------------------------------------------------------------

 electronically. In these cases, you must sign our Acknowledgement of Receipt
 form.

 Where we require a signed application, no financial transactions will be
 permitted until we receive the signed application and have issued the
 contract. Where we require an Acknowledgement of Receipt form, financial
 transactions are only permitted if you request them in writing, sign the
 request and have it signature guaranteed, until we receive the signed
 Acknowledgement of Receipt form.

 After your contract has been issued, additional contributions may be
 transmitted by wire.


 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. Our business day usually ends at 4:00 p.m., Eastern time,
 for purposes of determining the date when contributions are applied and any
 other transaction requests are processed. We may, however, close due to
 emergency conditions. 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 unit 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 unit
    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;

 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


<PAGE>

----------
   62
--------------------------------------------------------------------------------

 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. EQ Advisors Trust shares are sold to
 our separate accounts and an affiliated qualified plan trust. In addition, EQ
 Advisors Trust shares 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 LEGAL PROCEEDINGS

 Equitable Life and its affiliates are parties to various legal proceedings. In
 our view, none of these proceedings is likely to have a material adverse
 effect upon Separate Account No. 45, our ability to meet our obligations under
 the contracts, or the distribution of the contracts.


 ABOUT OUR INDEPENDENT ACCOUNTANTS

 The consolidated financial statements of Equitable Life at December 31, 1999
 and 1998, and for the three years ended December 31, 1999, incorporated in
 this prospectus by reference to the 1999 Annual Report on Form 10-K are
 incorporated in reliance on the report of PricewaterhouseCoopers LLP,
 independent accountants, given on the authority of said firm as experts in
 auditing and accounting.


 FINANCIAL STATEMENTS

 The financial statements of Separate Account No. 45, as well as the
 consolidated financial statements of Equitable Life, are in the SAI. The SAI
 is available free of charge. You may request one by writing to our processing
 office or calling 1-800-789-7771.


 TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS, AND BORROWING

 You can transfer ownership of an NQ contract at any time before annuity
 payments begin. We will continue to treat you as the owner until we receive
 notification of any change at our processing office. You cannot assign your NQ
 contract as collateral or security for a loan. Loans are also not available
 under your NQ contract. In some cases, an assignment or change of ownership
 may have adverse tax consequences. See "Tax information" earlier in this
 prospectus.


<PAGE>

----------
  63
--------------------------------------------------------------------------------

 You cannot assign or transfer ownership of an IRA or Rollover TSA contract
 except by surrender to us. Loans are not available and you cannot assign IRA
 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" in "Payment of death benefit" earlier in this prospectus.
 You may direct the transfer of the values under your IRA or Rollover TSA
 contract to another similar arrangement. Under federal income tax rules, in
 the case of such a transfer, we will impose a withdrawal charge, if one
 applies.


 DISTRIBUTION OF THE CONTRACTS

 AXA Advisors, LLC ("AXA Advisors"), the successor to EQ Financial Consultants,
 Inc. and an affiliate 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 1999 and $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"), 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 as the distributor of certain
 contracts and as the principal underwriter of certain separate accounts
 including Separate Account No. 45.

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

9
Investment performance



----------------
      64
--------------------------------------------------------------------------------

 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.

 Tables 1 and 2 do not take into account charges designed to approximate
 certain taxes that may be imposed on us, such as premium taxes in your state.

 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 do not take
 into account charges designed to approximate certain taxes that may be imposed
 on us, such as premium taxes in your state.

 All tables take into account all fees and charges under the contract, but do
 not reflect the charges for any applicable taxes such as premium taxes or the
 applicable annuity administrative fee, if any. Any fees and expenses
 associated with the fee-based program are also not included. 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 2000.

 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 and EQ/Alliance Technology) 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 predecessor that it may have had.

 All rates of return presented are time-weighted and include reinvestment of
 investment income, including interest and dividends.

 From time to time, we may advertise different measurements of the investment
 performance of the variable investment options and/or the portfolios,
 including the measurements reflected in the tables below.

 THE PERFORMANCE INFORMATION SHOWN BELOW AND THE PERFORMANCE INFORMATION THAT
 WE ADVERTISE REFLECTS PAST PERFORMANCE AND DOES NOT INDICATE HOW THE VARIABLE
 INVESTMENT OPTIONS MAY PERFORM IN THE FUTURE. SUCH INFORMATION ALSO DOES NOT
 REPRESENT THE RESULTS EARNED BY ANY PARTICULAR INVESTOR. YOUR RESULTS WILL
 DIFFER.

<PAGE>

----------
  65
--------------------------------------------------------------------------------

 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 the mortality and expense risks charge and administrative charges.
 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:

--------------------------------------------------------------------------------
 EQ/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: Benchmark #1 - Merrill Lynch High Yield
   Master Index and Benchmark #2 - Credit Suisse First Boston
   Global High Yield 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.
 EQ/ALLIANCE TECHNOLOGY: NASDAQ Composite.
 EQ/AXP NEW DIMENSIONS: S&P 500 Index.
 EQ/AXP STRATEGY AGGRESSIVE: Russell MidCap Growth Index.
 CAPITAL GUARDIAN RESEARCH: Standard & Poor's 500 Index.
 CAPITAL GUARDIAN U.S. EQUITY: Standard & Poor's 500 Index.
 EQ EQUITY 500 INDEX: Standard & Poor's 500 Index.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 EQ/EVERGREEN: Benchmark #1 - Russell 2000 Index and
   Benchmark #2 - Standard & Poor's 500 Index.
 EQ/EVERGREEN FOUNDATION: 60% Standard & Poor's 500
   Index/40% Lehman Brothers Aggregate Bond Index.
 FI MID CAP: S&P MidCap 400 Index.
 FI SMALL/MID CAP VALUE: Benchmark #1 - Russell 2000 Index
   Benchmark #2 - Russell 2000 Value Index and Benchmark #3 -
   Russell 2500 Value Index.
 EQ INTERNATIONAL EQUITY INDEX: Morgan Stanley Capital
   International Europe, Australia, Far East Index.
 EQ/JANUS LARGE CAP GROWTH: Russell 1000 Growth Index.
 MERCURY BASIC VALUE EQUITY: Standard & Poor's 500 Index.
 MERCURY 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.
 EQ SMALL COMPANY INDEX: Russell 2000 Index.
 T. ROWE PRICE EQUITY INCOME: Standard & Poor's 500 Index.
 T. ROWE PRICE INTERNATIONAL STOCK: Morgan Stanle Capital
   International Europe, Australia, Far East Index.
--------------------------------------------------------------------------------

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


<PAGE>

-----
  66
--------------------------------------------------------------------------------

                                    TABLE 1
AVERAGE ANNUAL TOTAL RETURN UNDER A CONTRACT SURRENDERED ON DECEMBER 31, 1999:



<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>
EQ/Aggressive Stock                              17.95%       8.90%      15.40%      15.79%       8.54%       16.96%
Alliance Common Stock                            24.26%      26.96%      27.11%      17.71%      27.06%       15.87%
Alliance Conservative Investors
Alliance Global
Alliance Growth and Income
Alliance Growth Investors
Alliance High Yield                              (4.07)%      2.02%       9.04%       9.40%       2.71%        8.54%
Alliance Intermediate Government Securities
Alliance International
Alliance Money Market                             4.19%       4.46%       4.57%       4.38%       4.48%        6.17%
Alliance Small Cap Growth                        26.99%          -           -           -       17.06%       17.06%
EQ Equity 500 Index
EQ/Evergreen
EQ/Evergreen Foundation
FI Small/Mid Cap Value
EQ International Equity Index                    26.83%          -           -           -       23.11%       23.11%
Mercury Basic Value Equity
Mercury World Strategy
MFS Emerging Growth Companies                    72.80%          -           -           -       47.51%       47.51%
MFS Growth with Income                            8.17%          -           -           -        8.17%        8.17%
MFS Research                                     22.50%          -           -           -       23.32%       23.32%
Morgan Stanley Emerging Markets Equity           94.76%          -           -           -       18.92%        5.17%
EQ/Putnam Balanced
EQ/Putnam Growth & Income Value                  (1.85)%         -           -           -        9.56%        9.56%
EQ Small Company Index                           20.12%          -           -           -        8.05%        8.05%
T. Rowe Price Equity Income
T. Rowe Price International Stock
----------------------------------------------------------------------------------------------------------------------
</TABLE>

----------
*     The variable investment option inception dates are: EQ/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, Mercury Basic Value Equity, Mercury 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 FI Small/Mid Cap Value (May 1, 1997); Morgan
      Stanley Emerging Markets Equity (September 2, 1997); EQ Equity 500 Index,
      EQ International Equity Index, and EQ Small Company Index (December 31,
      1997); EQ/Evergreen, EQ/Evergreen Foundation, and MFS Growth with Income
      (December 31, 1998). The inception dates for the variable investment
      options that became available after December 31, 1998 and are therefore
      not shown in this table are: EQ/Alliance Premier Growth, Capital Guardian
      Research, and Capital Guardian U.S. Equity (April 30, 1999); EQ/Alliance
      Technology (May 1, 2000); EQ/AXP New Dimensions, EQ/AXP Strategy
      Aggressive, FI Mid Cap, EQ/Janus Large Cap Growth (September 5, 2000).

**    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:
      EQ/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 &
      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, Mercury Basic Value Equity, Mercury 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 FI Small/Mid Cap Value (May 1, 1997); EQ
      Equity 500 Index, EQ International Equity Index, and EQ Small Company
      Index (January 1, 1998); and Morgan Stanley Emerging Markets Equity
      (August 20, 1997); EQ/Evergreen, EQ/Evergreen Foundation, and MFS Growth
      with Income (December 31, 1998). The inception dates for the portfolios
      that became available after December 31, 1998 and are therefore not shown
      in the tables are: EQ/Alliance Premier Growth, Capital Guardian Research,
      and Capital Guardian U.S. Equity (April 30, 1999); EQ/Alliance Technology
      (May 1, 2000); and EQ/AXP New Dimensions, EQ/AXP Strategy Aggressive, FI
      Mid Cap, EQ/Janus Large Cap Growth (September 1, 2000).


<PAGE>

-----
 67
--------------------------------------------------------------------------------

                                    TABLE 2
      GROWTH OF $1,000 UNDER A CONTRACT SURRENDERED ON DECEMBER 31, 1999:



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                     LENGTH OF INVESTMENT PERIOD
                                              ------------------------------------------------------------------------
                                                                                                                SINCE
                                                      1              3              5              10        PORTFOLIO
----------------------------------------------------------------------------------------------------------------------
VARIABLE INVESTMENT OPTIONS                        YEAR           YEARS          YEARS          YEARS       INCEPTION*
<S>                                           <C>            <C>            <C>            <C>            <C>
EQ/Aggressive Stock                             $ 1,179.50     $ 1,291.38     $ 2,046.22     $ 4,332.06    $  8,861.35
Alliance Common Stock                           $ 1,242.60     $ 2,046.39     $ 3,318.07     $ 5,105.69    $ 34,092.33
Alliance Conservative Investors
Alliance Global
Alliance Growth and Income
Alliance Growth Investors
Alliance High Yield                             $   959.30     $ 1,061.85     $ 1,541.35     $ 2,456.59    $  2,901.30
Alliance Intermediate Government Securities
Alliance International
Alliance Money Market                           $ 1,041.90     $ 1,139.85     $ 1,250.59     $ 1,535.48    $  3,020.27
Alliance Small Cap Growth                       $ 1,269.90              -              -              -    $  1,522.56
EQ Equity 500 Index
EQ/Evergreen
EQ/Evergreen Foundation
FI Small/Mid Cap Value
EQ International Equity Index                   $ 1,268.30              -              -              -    $  1,515.49
Mercury Basic Value Equity
Mercury World Strategy
MFS Emerging Growth Companies                   $ 1,728.00              -              -              -    $  2,821.79
MFS Growth with Income                          $ 1,081.70              -              -              -    $  1,081.70
MFS Research                                    $ 1,225.00              -              -              -    $  1,749.36
Morgan Stanley Emerging Markets Equity          $ 1,947.60              -              -              -    $  1,126.51
EQ/Putnam Balanced
EQ/Putnam Growth & Income Value                 $   981.50              -              -              -    $  1,276.03
EQ Small Company Index                          $ 1,201.20              -              -              -    $  1,167.57
T. Rowe Price Equity Income
T. Rowe Price International Stock
----------------------------------------------------------------------------------------------------------------------
</TABLE>

----------
*     Portfolio inception dates are shown in Table 1.

<PAGE>

-----
  68
--------------------------------------------------------------------------------

                                    TABLE 3
        ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999:



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                                                            SINCE
                                                                                                         PORTFOLIO
                                        1 YEAR      3 YEARS      5 YEARS      10 YEARS      20 YEARS     INCEPTION*
----------------------------------------------------------------------------------------------------------------------
<S>                                <C>           <C>         <C>           <C>           <C>           <C>
 EQ/AGGRESSIVE STOCK                    17.95%        8.90%        15.40%        15.79%            -         16.96%
 Lipper Mid-Cap                         51.65%       24.68%        19.97%        14.78%            -         15.86%
 Benchmark                              18.09%       17.48%        19.92%        15.41%            -         14.58%
 ALLIANCE COMMON STOCK                  24.26%       26.96%        27.11%        17.71%        17.50%        15.87%
 Lipper Growth                          29.78%       26.87%        25.55%        16.90%        15.83%        15.16%
 Benchmark                              21.03%       27.56%        28.56%        18.21%        17.88%        16.19%
 ALLIANCE CONSERVATIVE INVESTORS
  Lipper Flexible Portfolio              4.42%       11.65%        13.70%        10.10%            -         10.15%
  Benchmark                              4.19%       12.07%        13.60%        10.75%            -         10.68%
 ALLIANCE GLOBAL
  Lipper Global                         44.62%       23.92%        20.57%        11.65%            -         11.06%
  Benchmark                             24.93%       21.61%        19.76%        11.42%            -         10.74%
 ALLIANCE GROWTH AND INCOME
  Lipper Growth & Income                12.90%       17.23%        20.50%            -             -         16.45%
  Benchmark                             20.71%       23.10%        25.01%            -             -         18.77%
 ALLIANCE GROWTH INVESTORS
  Lipper Flexible Portfolio             10.45%       14.19%        15.15%        11.65%            -         11.68%
  Benchmark                             13.77%       20.90%        22.15%        15.13%            -         15.15%
 ALLIANCE HIGH YIELD                    (4.07)%       2.02%         9.04%         9.41%            -          8.54%
 Lipper High Current Yield               3.65%        4.82%         8.59%         9.61%            -          7.79%
 Benchmark #1                            1.57%        5.91%         9.61%        10.79%            -          9.99%
 Benchmark #2                            3.28%        5.37%         9.07%        11.06%            -         10.04%
 ALLIANCE INTERMEDIATE GOVERNMENT
  SECURITIES
  Lipper U.S. General Government        (2.60)%       4.04%         5.81%            -             -          5.89%
  Benchmark                              0.49%        5.50%         6.93%            -             -          6.76%
 ALLIANCE INTERNATIONAL
  Lipper International                  43.24%       18.74%            -             -             -         16.13%
  Benchmark                             26.96%       15.74%            -             -             -         13.11%
 ALLIANCE MONEY MARKET                   4.19%        4.46%         4.57%         4.38%            -          6.17%
 Lipper Money Market                     3.78%        4.05%         4.16%         3.96%            -          5.70%
 Benchmark                               4.74%        5.01%         5.20%         5.06%            -          6.65%
----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

-----
 69
--------------------------------------------------------------------------------

                              TABLE 3 (CONTINUED)
        ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999:



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                                                         SINCE
                                                                                                      PORTFOLIO
                                           1 YEAR      3 YEARS     5 YEARS    10 YEARS    20 YEARS    INCEPTION*
----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>         <C>         <C>         <C>         <C>
 ALLIANCE SMALL CAP GROWTH                 26.99%          -           -        -           -            17.06%
 Lipper Small Company                      34.26%          -           -        -           -             19.49%
 Benchmark                                 43.09%          -           -        -           -             25.88%
 EQ EQUITY 500 INDEX
 Lipper Standard & Poor's 500 Index        19.36%       25.86       26.81       -           -             23.89%
 Benchmark                                 21.04%       27.56       28.56       -           -             24.14%
 EQ/EVERGREEN
 Lipper Growth                             29.78%          -           -        -           -             29.78%
 Benchmark #1                              21.26%          -           -        -           -             21.26%
 Benchmark #2                              21.03%          -           -        -           -             21.03%
 EQ/EVERGREEN FOUNDATION
 Lipper Balanced                            8.69%          -           -        -           -              8.69%
 Benchmark                                 11.15%          -           -        -           -             11.15%
 FI SMALL/MID CAP VALUE
  Lipper Small Cap                         34.26%          -           -        -           -             24.22%
  Benchmark #1                             21.26%          -           -        -           -             16.99%
 Benchmark #2                              (1.49)%         -           -        -           -              7.06%
 Benchmark #3                               1.49%          -           -        -           -             10.00%
 EQ INTERNATIONAL EQUITY INDEX             26.83%          -           -        -           -             23.11%
 Lipper International                      43.24%          -           -        -           -             26.76%
 Benchmark                                 26.96%          -           -        -           -             23.43%
 MERCURY BASIC VALUE EQUITY
 Lipper Growth & Income                    12.90%          -           -        -           -             18.00%
 Benchmark                                 21.03%          -           -        -           -             27.36%
 MERCURY WORLD STRATEGY
 Lipper Global Flexible Portfolio          12.93%          -           -        -           -             11.91%
 Benchmark                                 13.07%          -           -        -           -             16.18%
 MFS EMERGING GROWTH COMPANIES             72.80%          -           -        -           -             47.52%
 Lipper Mid-Cap                            51.65%          -           -        -           -             32.50%
 Benchmark                                 21.26%          -           -        -           -             16.99%
 MFS GROWTH WITH INCOME                     8.17%          -           -        -           -              8.17%
 Lipper Growth & Income                    12.90%                      -        -           -             12.90%
 Benchmark                                 21.03%          -           -        -           -             21.03%
 MFS RESEARCH                              22.50%          -           -        -           -             23.32%
 Lipper Growth                             29.78%          -           -        -           -             29.33%
 Benchmark                                 21.03%          -           -        -           -             27.36%
----------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

-----
  70
--------------------------------------------------------------------------------

                              TABLE 3 (CONTINUED)
        ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999:



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                                                        SINCE
                                                                                                     PORTFOLIO
                                          1 YEAR      3 YEARS     5 YEARS    10 YEARS    20 YEARS    INCEPTION*
----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                  <C>         <C>         <C>         <C>    <C>
 MORGAN STANLEY EMERGING MARKETS
  EQUITY                                  94.76%          -           -           -           -          5.17%
 Lipper Emerging Markets                  82.53%          -           -           -           -          2.90%
 Benchmark                                66.41%          -           -           -           -         (0.88)%
 EQ/PUTNAM BALANCED
  Lipper Balanced                          8.69%          -           -           -           -         13.91%
  Benchmark                               11.39%          -           -           -           -         18.81%
 EQ/PUTNAM GROWTH & INCOME VALUE          (1.85)%         -           -           -           -          9.56%
 Lipper Growth & Income                   12.90%          -           -           -           -         18.00%
 Benchmark                                21.03%          -           -           -           -         27.36%
 EQ SMALL COMPANY INDEX                   20.12%          -           -           -           -          8.06%
 Lipper Small Cap                         34.26%          -           -           -           -         16.02%
 Benchmark                                21.26%          -           -           -           -          8.70%
 T. ROWE PRICE EQUITY INCOME
  Lipper Equity Income                     6.90%          -           -           -           -         14.28%
  Benchmark                               21.03%          -           -           -           -         27.36%
 T. ROWE PRICE INTERNATIONAL STOCK
  Lipper International                    43.24%          -           -           -           -         20.38%
  Benchmark                               26.96%          -           -           -           -         18.32%
----------------------------------------------------------------------------------------------------------------------
</TABLE>

----------
*     Portfolio inception dates are shown in Table 1. Lipper survey and
      benchmark "since portfolio inception" information are as of the month-end
      closest to the actual date of portfolio inception.


<PAGE>

-----
 71
--------------------------------------------------------------------------------

                                    TABLE 4
        CUMULATIVE RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999:



<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                  SINCE
                                                                                                               PORTFOLIO
                                        1 YEAR       3 YEARS        5 YEARS       10 YEARS        20 YEARS     INCEPTION*
---------------------------------------------------------------------------------------------------------------------------
<S>                                <C>           <C>           <C>            <C>            <C>             <C>
 EQ/AGGRESSIVE STOCK                    17.95%         29.14%        104.63%        333.22%              -        786.09%
 Lipper Mid-Cap                         51.65%        102.87%        158.98%        311.69%              -        683.45%
 Benchmark                              18.09%         62.12%        147.96%        319.19%              -        595.55%
 ALLIANCE COMMON STOCK                  24.26%        104.65%        231.82%        410.56%       2,417.12%     3,309.23%
 Lipper Growth                          29.78%        106.30%        216.51%        386.68%       1,816.52%     2,838.39%
 Benchmark                              21.03%        107.56%        251.12%        432.78%       2,584.39%     3,555.48%
 ALLIANCE CONSERVATIVE INVESTORS
  Lipper Flexible Portfolio              4.42%         39.31%         91.71%        163.35%              -        169.02%
  Benchmark                              4.19%         40.74%         89.21%        177.71%              -        186.90%
 ALLIANCE GLOBAL
  Lipper Global                         44.62%         93.38%        162.57%        205.54%              -        273.03%
  Benchmark                             24.93%         79.83%        146.35%        194.99%              -        252.80%
 ALLIANCE GROWTH AND INCOME
  Lipper Growth & Income                12.90%         62.52%        157.04%             -               -        158.01%
  Benchmark                             20.71%         86.55%        205.26%             -               -        204.09%
 ALLIANCE GROWTH INVESTORS
  Lipper Flexible Portfolio             10.45%         49.38%        103.90%        204.29%              -        211.11%
  Benchmark                             13.77%         76.71%        171.92%        309.28%              -        352.50%
 ALLIANCE HIGH YIELD                    (4.07)%         6.20%         54.16%        145.69%              -        190.16%
 Lipper High Current Yield               3.65%         15.25%         51.19%        151.82%              -        166.74%
 Benchmark #1                            1.57%         18.80%         58.22%        178.72%              -        245.03%
 Benchmark #2                            3.28%          5.37%          9.07%         11.06%              -         10.04%
 ALLIANCE INTERMEDIATE
  GOVERNMENT SECURITIES
  Lipper U.S. General Government        (2.60)%        12.55%         32.56%             -               -         64.40%
  Benchmark                              0.49%         17.43%         39.81%             -               -         77.41%
 ALLIANCE INTERNATIONAL
  Lipper International                  43.24%         69.17%             -              -               -        103.07%
  Benchmark                             26.96%         55.06%             -              -               -         79.52%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

-----
  72
--------------------------------------------------------------------------------

                              TABLE 4 (CONTINUED)
        CUMULATIVE RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999:



<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                 SINCE
                                                                                                              PORTFOLIO
                                           1 YEAR        3 YEARS       5 YEARS      10 YEARS     20 YEARS    INCEPTION*
---------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>           <C>           <C>          <C>          <C>
 ALLIANCE MONEY MARKET                       4.19%         13.98%        25.06%       53.54%       -             202.04%
 Lipper Money Market                         3.78%         12.64%        22.65%       47.52%       -             178.18%
 Benchmark                                   4.74%         15.79%        28.88%       63.79%       -             229.35%
 ALLIANCE SMALL CAP GROWTH                  26.99%             -             -            -        -              52.25%
 Lipper Small Cap                           34.26%             -             -            -        -              62.98%
 Benchmark                                  43.09%             -             -            -        -              84.91%
 EQ EQUITY 500 INDEX                                                                      -        -
 Lipper Standard & Poor's 500 Index         19.36%         99.37        227.98            -        -             242.77%
 Benchmark                                  21.04%        107.56        251.12            -        -             253.66%
 EQ/EVERGREEN
 Lipper Growth                              29.78%             -             -            -        -              29.78%
 Benchmark #1                               21.26%             -             -            -        -              21.26%
 Benchmark #2                               21.03%             -             -            -        -              21.03%
 EQ/EVERGREEN FOUNDATION
 Lipper Balanced                             8.69%             -             -            -        -               8.69%
 Benchmark                                  11.15%             -             -            -        -              11.15%
 FI SMALL/MID CAP VALUE
  Lipper Small Cap                          34.26%             -             -            -        -              83.94%
  Benchmark #1                              21.26%             -             -            -        -              52.05%
 Benchmark #2                               (1.49)%            -             -            -        -              19.99%
 Benchmark #3                                1.49%             -             -            -        -              28.46%
 EQ INTERNATIONAL EQUITY INDEX              26.83%             -             -            -        -              51.55%
 Lipper International                       43.24%             -             -            -        -              61.58%
 Benchmark                                  26.96%             -             -            -        -              52.35%
 MERCURY BASIC VALUE EQUITY
 Lipper Growth & Income                     12.90%             -             -            -        -              56.85%
 Benchmark                                  21.03%             -             -            -        -              90.75%
 MERCURY WORLD STRATEGY
 Lipper Global Flexible Portfolio           12.93%             -             -            -        -              35.69%
 Benchmark                                  13.07%             -             -            -        -              49.16%
 MFS EMERGING GROWTH COMPANIES              72.80%             -             -            -        -             182.20%
 Lipper Mid-Cap                             51.65%             -             -            -        -             120.85%
 Benchmark                                  21.26%             -             -            -        -              52.05%
---------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

-----
 73
--------------------------------------------------------------------------------

                              TABLE 4 (CONTINUED)
        CUMULATIVE RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999:



<TABLE>
<CAPTION>
                                                                                                    SINCE
                                                                                                 PORTFOLIO
                                    1 YEAR       3 YEARS     5 YEARS     10 YEARS     20 YEARS   INCEPTION*
<S>                            <C>                  <C>         <C>         <C>          <C>    <C>
 MFS GROWTH WITH INCOME               8.17%         -           -           -            -         8.17%
 Lipper Growth & Income              12.90%         -           -           -            -        12.90%
 Benchmark                           21.03%         -           -           -            -        21.03%
 MFS RESEARCH                        22.50%         -           -           -            -        74.95%
 Lipper Growth                       29.78%         -           -           -            -       101.13%
 Benchmark                           21.03%         -           -           -            -        90.75%
 MORGAN STANLEY EMERGING
  MARKETS EQUITY                     94.76%         -           -           -            -        12.67%
 Lipper Emerging Markets             82.53%         -           -           -            -         7.48%
 Benchmark                           66.41%         -           -           -            -         5.32%
 EQ/PUTNAM BALANCED
  Lipper Balanced                     8.69%         -           -           -            -        42.44%
  Benchmark                          11.39%         -           -           -            -        61.21%
 EQ/PUTNAM GROWTH & INCOME
  VALUE                              (1.85)%        -           -           -            -        27.60%
 Lipper Growth & Income              12.90%         -           -           -            -        56.85%
 Benchmark                           21.03%         -           -           -            -        90.75%
 EQ SMALL COMPANY INDEX              20.12%         -           -           -            -        16.76%
 Lipper Small Cap                    34.26%         -           -           -            -        37.82%
 Benchmark                           21.26%         -           -           -            -        18.17%
 T. ROWE PRICE EQUITY INCOME
  Lipper Equity Income                6.90%         -           -            -            -       43.31%
  Benchmark                          21.03%         -           -            -            -       90.75%
 T. ROWE PRICE INTERNATIONAL
  STOCK
  Lipper International               43.24%         -           -            -            -       65.44%
  Benchmark                          26.96%         -           -            -            -       56.70%
</TABLE>

----------
*     Portfolio inception dates are shown in Table 1. Lipper survey and
      benchmark "since portfolio inception" information are as month-end
      closest to the actual date of portfolio inception.


<PAGE>

-----
  74
--------------------------------------------------------------------------------

                                    TABLE 5
                         YEAR-BY-YEAR RATES OF RETURN:



<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                   1990        1991         1992         1993         1994
---------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>         <C>           <C>         <C>
EQ/Aggressive Stock                                7.35%       85.48%       (3.89)%      15.88%       (4.53)%
Alliance Common Stock                             (8.80)%      36.86%        2.45%       23.89%       (2.87)%
Alliance Conservative Investors
Alliance Global
Alliance Growth and Income
Alliance Growth Investors
Alliance High Yield                               (1.86)%      23.53%       11.47%       22.23%       (3.51)%
Alliance Intermediate Government Securities
Alliance International
Alliance Money Market                              7.43%        5.39%        2.79%        2.19%        3.24%
Alliance Small Cap Growth                             -            -            -            -            -
EQ Equity 500 Index
EQ/Evergreen
EQ/Evergreen Foundation
FI Small/Mid Cap Value
EQ International Equity Index                         -            -            -            -            -
Mercury Basic Value Equity
Mercury World Strategy
MFS Emerging Growth Companies                         -            -            -            -            -
MFS Growth with Income                                -            -            -            -            -
MFS Research                                          -            -            -            -            -
Morgan Stanley Emerging Markets Equity                -            -            -            -            -
EQ/Putnam Balanced                                    -            -            -            -            -
EQ/Putnam Growth & Income Value                       -            -            -            -            -
EQ Small Company Index                                -            -            -            -            -
T. Rowe Price Equity Income
T. Rowe Price International Stock
---------------------------------------------------------------------------------------------------------------------------



<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                  1995        1996          1997           1998         1999
---------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>         <C>             <C>           <C>
EQ/Aggressive Stock                               30.65%      21.28%         9.98%        ( 0.45)%     17.95%
Alliance Common Stock                             31.46%      23.34%        28.25%         28.41%      24.26%
Alliance Conservative Investors
Alliance Global
Alliance Growth and Income
Alliance Growth Investors
Alliance High Yield                               19.02%      21.96%        17.58%        ( 5.86)%     (4.07)%
Alliance Intermediate Government Securities
Alliance International
Alliance Money Market                              4.95%       4.54%         4.64%          4.55%       4.19%
Alliance Small Cap Growth                             -           -         26.10%+       ( 4.92)%     26.99%
EQ Equity 500 Index
EQ/Evergreen
EQ/Evergreen Foundation
FI Small/Mid Cap Value
EQ International Equity Index                         -           -             -          19.49%      26.83%
Mercury Basic Value Equity
Mercury World Strategy
MFS Emerging Growth Companies                         -           -         22.01%+        33.84%      72.80%
MFS Growth with Income                                -           -             -              -        8.17%
MFS Research                                          -           -         15.65%+        23.48%      22.50%
Morgan Stanley Emerging Markets Equity                -           -        (20.34)%+      (27.39)%     94.76%
EQ/Putnam Balanced                                    -           -
EQ/Putnam Growth & Income Value                       -           -         15.81%+        12.26%      (1.85)%
EQ Small Company Index                                -           -             -         ( 2.80)%     20.12%
T. Rowe Price Equity Income
T. Rowe Price International Stock
---------------------------------------------------------------------------------------------------------------------------
</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>

----------
  75
--------------------------------------------------------------------------------

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 Analytical Services, Inc. (Lipper) compiles performance data for peer
 universes of funds with similar investment objectives in its Lipper Survey.
 Morningstar, Inc. compiles similar data in the Morningstar Variable
 Annuity/Life Report (Morningstar Report).

 The Lipper Survey records performance data as reported to it by over 800
 mutual funds underlying variable annuity and life insurance products. It
 divides these actively managed portfolios into 25 categories by portfolio
 objectives. The Lipper Survey contains two different universes, which reflect
 different types of fees in performance data:

 o  The "separate account" universe reports performance data net of investment
    management fees, direct operating expenses and asset-based charges
    applicable under variable 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 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.


<PAGE>

----------
   76
--------------------------------------------------------------------------------

 The current yields and effective yields assume the deduction of all contract
 charges and expenses other than any charge designed to approximate certain
 taxes that may be imposed on us in your state such as premium taxes. See
 "Yield Information for the Alliance Money Market Option and Alliance High
 Yield Option" in the SAI.


<PAGE>

10
Incorporation of certain documents by reference


----------------
  77
--------------------------------------------------------------------------------

 Equitable Life's annual report on Form 10-K for the year ended December 31,
 1999, a quarterly report on Form 10Q for the quarter ended June 30, 2000 and a
 Form 8-K filed August 30, 2000 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 Report on
 Form 10-K and Quarterly Report on Form 10-Q, electronically according to EDGAR
 under CIK No. 0000929634. 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
--------------------------------------------------------------------------------

Trustees who are considering the purchase of an Equitable Accumulator Advisor
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, 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 Advisor QP contract or another annuity. Therefore, you should
purchase an Equitable Accumulator Advisor 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. Only one
additional contribution may be made per contract year. 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 that:

o the QP contract may not be an appropriate purchase for annuitants approaching
or over age 70 1/2; and

Finally, because the method of purchasing the QP contract, including the large
initial contribution, and the features of the QP contract may appeal more to
plan participants/employees who are older and tend to be highly paid, and
because certain features of the QP contract are available only to plan
participants/employees who meet certain minimum and/or maximum age
requirements, plan trustees should discuss with their advisers whether the
purchase of the QP contract would cause the plan to engage in prohibited
discrimination in contributions, benefits or otherwise.


<PAGE>

Appendix II: Market value adjustment example


--------
 B-1
--------------------------------------------------------------------------------

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, 2001 to a fixed maturity option with a maturity date of
February 15, 2010 (nine years later) at a hypothetical 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, 2005.



<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
                                                                      HYPOTHETICAL ASSUMED
                                                                      RATE TO MATURITY ON
                                                                       FEBRUARY 15, 2005
                                                                    ------------------------
                                                                        5.00%        9.00%
--------------------------------------------------------------------------------------------
<S>                                                                 <C>        <C>
 AS OF FEBRUARY 15, 2005 (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, 2005 (AFTER WITHDRAWAL)
--------------------------------------------------------------------------------------------
(4) Portion of market value adjustment associated with withdrawal:
    (3) x [$50,000/(1)]                                              $  4,501    $  (4,851)
(5) Reduction in fixed maturity amount:
    [$50,000 - (4)]                                                  $ 45,499    $  54,851
(6) Fixed maturity amount: (2) - (5)                                 $ 85,581    $  76,229
(7) Maturity value                                                   $120,032    $ 106,915
(8) Market adjusted amount of (7)                                    $ 94,048    $  69,487
--------------------------------------------------------------------------------------------
</TABLE>

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


<PAGE>

Appendix III: Guaranteed minimum death benefit example


--------
 C-1
--------------------------------------------------------------------------------

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:



--------------------------------------------------------------------------------
   END OF                                  ANNUAL RATCHET TO AGE 80
 CONTRACT                                  GUARANTEED MINIMUM
   YEAR               ACCOUNT VALUE           DEATH BENEFIT
--------------------------------------------------------------------------------
     1                   $105,000             $  105,100(1)
     2                   $115,500             $  115,500(1)
     3                   $129,360             $  129,360(1)
     4                   $103,488             $  129,360(2)
     5                   $113,837             $  129,360(2)
     6                   $127,497             $  129,360(2)
     7                   $127,497             $  129,360(2)
--------------------------------------------------------------------------------

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.


ANNUAL RATCHET TO AGE 80

(1)   At the end of contract years 1 through 3, the guaranteed minimum death
      benefit is equal to the current account value.

(2)   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




<TABLE>
<CAPTION>
                                                                                           PAGE
<S>                                                                                       <C>
Unit Values                                                                               2
Custodian and Independent Accountants                                                     3
Yield Information for the Alliance Money Market Option and Alliance High Yield Option     3
Financial Statements                                                                      5
</TABLE>

HOW TO OBTAIN AN EQUITABLE ACCUMULATOR ADVISOR STATEMENT OF ADDITIONAL
INFORMATION FOR SEPARATE ACCOUNT NO. 45

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

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

Please send me an Equitable Accumulator Advisor SAI for Separate Account No. 45
dated      .


--------------------------------------------------------------------------------
Name:


-------------------------------------------------------------------------------
Address:


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





(SAI)

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

EQUITABLE ACCUMULATOR ADVISOR(SM)
A combination variable and fixed deferred
annuity contract

STATEMENT OF ADDITIONAL INFORMATION
DATED _______________, 2000                                                    1
--------------------------------------------------------------------------------

This statement of additional information ("SAI") is not a prospectus. It should
be read in conjunction with the related Equitable Accumulator Advisor
prospectus, dated _______ 2000. 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. 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
Custodian and Independent Accountants                  2
Yield Information for the Alliance Money Market
   Option and Alliance High Yield Option               2
Financial Statements                                   4








    Copyright 2000 The Equitable Life Assurance Society of the United States
   All rights reserved. Accumulator Advisor is a service mark of The Equitable
                  Life Assurance Society of the United States


<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 Advisor.

The unit value for a variable investment option for any valuation period is
equal to: (i) 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 and administrative charge
    relating to the contracts, times the number of calendar days in the
    valuation period. These daily charges are at an effective annual rate not to
    exceed a total of 0.95%.

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, 1999 and
for the periods ended December 31, 1999 and 1998 and the consolidated financial
statements of Equitable Life as at December 31, 1999 and 1998 and for each of
the three years ended December 31, 1999 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 AND ALLIANCE HIGH
YIELD 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.

The net change is then reduced by the average administrative charge factor
(explained below). This reduction is made to recognize the deduction of the
annual administrative charge which is not reflected in the unit value.

Unit values reflect all other accrued expenses of the Alliance Money Market
option but do not reflect any withdrawal charges 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 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.

<PAGE>

                                                                               3
--------------------------------------------------------------------------------
The actual dollar amount of the annual administrative charge that is deducted
from the Alliance Money Market option will vary for each contract depending upon
the percentage of the account value allocated to the Alliance Money Market
option. To determine the effect of the annual administrative charge on the
yield, we start with the total dollar amounts of the charges deducted from the
option during the 12-month period ending on the last day of the prior year. The
amount is multiplied by 7/365 to produce an average administrative charge factor
which is used in all weekly yield computations for the ensuing year. The average
administrative charge factor is then divided by the number of Alliance Money
Market units as of the end of the prior calendar year, and the resulting
quotient is deducted from the net change in unit value for the seven-day period.

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.
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
The Alliance High Yield option calculates 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.

The net change is then reduced by the average administrative charge factor
(explained below). This reduction is made to recognize the deduction of the
annual administrative charge which is not reflected in the unit value.

Unit values reflect all other accrued expenses of the Alliance High Yield option
but do not reflect any withdrawal charges 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 actual dollar amount of the annual administrative charge that is deducted
from the Alliance High Yield option will vary for each contract depending upon
the percentage of the account value allocated to the Alliance High Yield option.
To determine the effect of the annual administrative charge on the yield, we
start with the total dollar amounts of the charges deducted from the option
during the 12-month period ending on the last day of the prior year. The amount
is multiplied by 30/365 to produce an average administrative charge factor which
is used in all 30-day yield computations for the ensuing year. The average
administrative charge factor is then divided by the number of Alliance High
Yield units as of the end of the prior calendar year, and the resulting quotient
is deducted from the net change in unit value for the 30-day period.

The yield for the Alliance High Yield option will fluctuate daily. Accordingly,
the yield for any given period does not necessarily represent future results. In
addition, the value of units of the Alliance High Yield option will fluctuate
and not remain constant.

ALLIANCE MONEY MARKET OPTION AND ALLIANCE HIGH YIELD OPTION YIELD INFORMATION

The yields for the Alliance Money Market option and Alliance High Yield 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 and Alliance High
Yield option should not be compared to the return on fixed rate investments
which guarantee rates of interest for specified


<PAGE>


4
--------------------------------------------------------------------------------
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 Advisor contracts described in the prospectus
are being offered for the first time in 2000, no yield information is presented.

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

<TABLE>
<CAPTION>

INDEX TO FINANCIAL STATEMENTS
<S>                                                                                             <C>

Report of Independent Accountants..............................................................   FS-2
Financial Statements:
    Statements of Assets and Liabilities, December 31, 1999....................................   FS-3
    Statements of Operations for the Year Ended December 31, 1999..............................   FS-7
    Statements of Changes in Net Assets for the Years Ended December 31, 1999 and 1998.........  FS-11
    Notes to Financial Statements..............................................................  FS-18


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, 1999 and 1998....................................    F-2
    Consolidated Statements of Earnings, Years Ended December 31, 1999, 1998 and 1997..........    F-3
    Consolidated Statements of Shareholder's Equity and Comprehensive Income,
      Years Ended December 31, 1999, 1998 and 1997. ...........................................    F-4
    Consolidated Statements of Cash Flows, Years Ended December 31, 1999, 1998 and 1997........    F-5
    Notes to Consolidated Financial Statements.................................................    F-6

</TABLE>














                                      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 following Variable
Investment Options: Alliance Intermediate Government Securities, Alliance Money
Market, Alliance High Yield, Alliance Common Stock, Alliance Growth and Income,
EQ/Alliance Premier Growth, BT Equity 500 Index, Capital Guardian Research,
Alliance International, BT International Equity Index, Morgan Stanley Emerging
Markets Equity, T.Rowe Price International Stock, Alliance Aggressive Stock,
Alliance Small Cap Growth, BT Small Company Index, EQ/Evergreen, Capital
Guardian US Equity, MFS Growth with Income, Alliance Equity Index, MFS Research,
Merrill Lynch Basic Value Equity, EQ/Putnam Growth and Income Value, T. Rowe
Price Equity Income, Alliance Global, MFS Emerging Growth Companies, Warburg
Pincus Small Company Value, Alliance Conservative Investors, Alliance Growth
Investors, EQ/Evergreen Foundation, Merrill Lynch World Strategy, EQ/Putnam
Balanced ("EQ Advisors Trust Variable Investment Options"), separate Variable
Investment Options of The Equitable Life Assurance Society of the United States
("Equitable Life") Separate Account No. 45 at December 31, 1999 and the results
of each of their operations and changes in each of their net assets for the
periods indicated, in conformity with accounting principles generally accepted
in the United States of America. 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 auditing standards
generally accepted in the United States of America 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
EQ Advisors Trust at December 31, 1999 with the transfer agent, provide a
reasonable basis for the opinion expressed above.




PricewaterhouseCoopers LLP
New York, New York
February 1, 2000













                                      FS-2

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1999

<TABLE>
<CAPTION>

                                                            FIXED INCOME OPTIONS:                  EQUITY OPTIONS:
                                                  --------------------------------------------- --------------------------------
                                                    ALLIANCE
                                                    INTERMEDIATE    ALLIANCE        ALLIANCE        ALLIANCE        ALLIANCE
                                                    GOVERNMENT       MONEY           HIGH            COMMON         GROWTH &
                                                    SECURITIES       MARKET          YIELD           STOCK           INCOME
                                                   -------------   ------------   -----------    --------------    ------------
<S>                                                <C>             <C>            <C>            <C>               <C>
ASSETS
Investments in shares of the Trust--
   at market value (Note 1)
   Cost:   $  54,629,401........................   $52,083,343
             185,467,784........................                   $180,043,811
              93,148,724........................                                  $73,612,175
             975,117,265........................                                                 $1,071,287,920
             306,445,038........................                                                                   $333,288,914
              99,821,498........................
             153,785,719........................
               7,712,970........................
               6,361,219........................
Receivable for Trust shares sold................            --               --        21,336                --              --
Receivable for policy-related transactions......        52,597          919,756       304,976            12,908              --

                                                   -----------     ------------   -----------    --------------    ------------
   Total Assets.................................    52,135,940      180,963,567    73,938,487     1,071,300,828     333,288,914
                                                   -----------     ------------   -----------    --------------    ------------
LIABILITIES
Payable for Trust shares purchased..............        79,201          795,363            --            18,018         286,509
Payable for policy-related transactions.........            --               --            --            35,000          41,437

                                                   -----------     ------------   -----------    --------------    ------------
   Total Liabilities............................        79,201          795,363            --            53,018         327,946
                                                   -----------     ------------   -----------    --------------    ------------
NET ASSETS......................................   $52,056,739     $180,168,204   $73,938,487    $1,071,247,810    $332,960,968
                                                   ===========     =============  ============   ===============   ============
Amount retained by Equitable Life in Separate
    Account No. 45 (Note 5).....................   $     7,967     $        465   $   351,326    $       44,048    $     37,056
Net Assets Attributable to Contractowners.......    52,048,772      180,167,739    73,587,161     1,071,203,762     332,923,912
                                                   -----------     ------------   -----------    --------------    ------------

NET ASSETS .....................................   $52,056,739     $180,168,204   $73,938,487    $1,071,247,810    $332,960,968
                                                   ===========     =============  ============   ===============   ============
<CAPTION>

                                                                         EQUITY OPTIONS:
                                                   -------------------------------------------------------------
                                                    EQ/ALLIANCE                        CAPITAL        CAPITAL
                                                      PREMIER         BT EQUITY        GUARDIAN       GUARDIAN
                                                      GROWTH          500 INDEX        RESEARCH      U.S. EQUITY
                                                   --------------   --------------   ------------   ------------
<S>                                                 <C>              <C>              <C>            <C>
ASSETS
Investments in shares of the Trust--
   at market value (Note 1)

   Cost:    $  54,629,401.......................
              185,467,784.......................
               93,148,724.......................
              975,117,265.......................
              306,445,038.......................
               99,821,498.......................    $112,578,002
              153,785,719.......................                     $177,492,170
                7,712,970.......................                                      $8,222,221
                6,361,219.......................                                                     $6,572,886
Receivable for Trust shares sold................              --               --             --             --
Receivable for policy-related transactions......         731,987          657,689             --             --
                                                    ------------     ------------     ----------     ----------
   Total Assets.................................     113,309,989      178,149,859      8,222,221      6,572,886
                                                    ------------     ------------     ----------     ----------
LIABILITIES
Payable for Trust shares purchased..............         731,985          650,509             --             --
Payable for policy-related transactions.........              --               --             --             --
                                                    ------------     ------------     ----------     ----------
   Total Liabilities............................         731,985          650,509             --             --
                                                    ------------     ------------     ----------     ----------
NET ASSETS......................................    $112,578,004     $177,499,350     $8,222,221     $6,572,886
                                                    ============     ============     ==========     ==========
Amount retained by Equitable Life in Separate
    Account No. 45 (Note 5).....................    $  3,982,622     $     43,417     $7,114,746     $4,868,638
Net Assets Attributable to Contractowners.......     108,595,382      177,455,933      1,107,475      1,704,248
                                                    ------------     ------------     ----------     ----------
NET ASSETS .....................................    $112,578,004     $177,499,350     $8,222,221     $6,572,886
                                                    ============     ============     ==========     ==========
----------------------
See Notes to Financial Statements.
</TABLE>




                                      FS-3

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1999
<TABLE>
<CAPTION>

                                                                                  EQUITY OPTIONS (CONTINUED):
                                                              -----------------------------------------------------------
                                                                                                               MERRILL
                                                               MFS GROWTH      ALLIANCE                         LYNCH
                                                                  WITH          EQUITY           MFS         BASIC VALUE
                                                                 INCOME         INDEX         RESEARCH         EQUITY
                                                              ------------     ---------    -------------   -------------
<S>                                                           <C>             <C>           <C>             <C>
ASSETS
Investments in shares of the Trust--
  at market value (Note 1)
  Cost:    $   7,442,540....................................  $7,793,239
                 792,982....................................                  $871,070
              73,891,502....................................                                $93,835,442
              70,131,938....................................                                                $73,450,023
              56,783,298....................................
              68,438,727....................................
             118,717,764....................................
              30,041,879....................................
Receivable for Trust shares purchased.......................          --            --               --              --
Receivable for policy-related transactions..................     154,787            --          112,898         273,725
                                                              ----------      --------      -----------     -----------
   Total Assets.............................................   7,948,026       871,070       93,948,340      73,723,748
                                                              ----------      --------      -----------     -----------
LIABILITIES
Payable for Trust shares sold...............................     109,503           410          112,924         273,765
Payable for policy-related transactions.....................          --         4,639               --              --
                                                              ----------      --------      -----------     -----------
   Total Liabilities........................................     109,503         5,049          112,924         273,765
                                                              ----------      --------      -----------     -----------
NET ASSETS..................................................  $7,838,523      $866,021      $93,835,416     $73,449,983
                                                              ==========      ========      ===========     ===========
Amount retained by Equitable Life in Separate
   Account No. 45 (Note 5)..................................  $   48,686      $  6,874      $    19,276     $    16,329
Net Assets Attributable to Contractowners...................   7,789,837       859,147       93,816,140      73,433,654
                                                              ----------      --------      -----------     -----------
NET ASSETS..................................................  $7,838,523      $866,021      $93,835,416     $73,449,983
                                                              ==========      ========      ===========     ===========

<CAPTION>

                                                                                   EQUITY OPTIONS (CONTINUED):
                                                              -------------------------------------------------------------
                                                               EQ/PUTNAM     T.ROWE PRICE
                                                                GROWTH &        EQUITY          ALLIANCE        ALLIANCE
                                                              INCOME VALUE      INCOME           GLOBAL       INTERNATIONAL
                                                              -------------  ------------    --------------  --------------
<S>                                                           <C>            <C>             <C>              <C>
ASSETS
Investments in shares of the Trust--
  at market value (Note 1)

  Cost:    $   7,442,540....................................
                 792,982....................................
              73,891,502....................................
              70,131,938....................................
              56,783,298....................................  $53,392,932
              68,438,727....................................                 $67,843,122
             118,717,764....................................                                 $138,740,959
              30,041,879....................................                                                  $32,246,243
Receivable for Trust shares purchased.......................           --             --               --              --
Receivable for policy-related transactions..................       51,019         23,494          212,928         132,589
                                                              -----------    -----------     ------------     -----------
   Total Assets.............................................   53,443,951     67,866,616      138,953,887      32,378,832
                                                              -----------    -----------     ------------     -----------
LIABILITIES

Payable for Trust shares sold...............................       51,012         23,490          217,966         140,836
Payable for policy-related transactions.....................           --             --               --              --
                                                              -----------    -----------     ------------     -----------
   Total Liabilities........................................       51,012         23,490          217,966         140,836
                                                              -----------    -----------     ------------     -----------
NET ASSETS..................................................  $53,392,939    $67,843,126     $138,735,921     $32,237,996
                                                              ===========    ===========     ============     ===========
Amount retained by Equitable Life in Separate
   Account No. 45 (Note 5)..................................  $    15,982    $    26,982     $     12,924     $    39,034
Net Assets Attributable to Contractowners...................   53,376,957     67,816,144      138,722,997      32,198,962
                                                              -----------    -----------     ------------     -----------
NET ASSETS..................................................  $53,392,939    $67,843,126     $138,735,921     $32,237,996
                                                              ===========    ===========     ============     ===========


----------------------
See Notes to Financial Statements.
</TABLE>




                                      FS-4


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1999

<TABLE>
<CAPTION>

                                                                                EQUITY OPTIONS (CONCLUDED):
                                                        ------------------------------------------------------------------------
                                                                          MORGAN
                                                                          STANLEY        T. ROWE
                                                             BT           EMERGING        PRICE          ALLIANCE      ALLIANCE
                                                        INTERNATIONAL     MARKETS     INTERNATIONAL     AGGRESSIVE     SMALL CAP
                                                        EQUITY INDEX      EQUITY          STOCK           STOCK         GROWTH
                                                        -------------  -------------  -------------  --------------  ------------
<S>                                                      <C>            <C>            <C>            <C>            <C>
ASSETS
Investments in shares of the Trust--
  at market value (Note 1)
  Cost:    $  12,911,236..............................   $15,807,538
              18,306,823..............................                  $24,224,423
              38,196,091..............................                                 $47,858,094
             157,132,560..............................                                                $164,784,710
              39,247,937..............................                                                               $48,517,062
              11,414,013..............................
               1,982,222..............................
             165,464,511..............................
              36,314,015..............................
Receivable for Trust shares sold......................            --             --             --             310            --
Receivable for policy-related transactions............        66,375         67,210         79,363              --        14,053
                                                         -----------    -----------    -----------    ------------   -----------
   Total Assets.......................................    15,873,913     24,291,633     47,937,457     164,785,020    48,531,115
                                                         -----------    -----------    -----------    ------------   -----------
LIABILITIES
Payable for Trust shares purchased....................        66,343         68,226         79,362              --        18,806
Payable for policy-related transactions...............            --             --             --           7,699            --
                                                         -----------    -----------    -----------    ------------   -----------
   Total Liabilities..................................        66,343         68,226         79,362           7,699        18,806
                                                         -----------    -----------    -----------    ------------   -----------
NET ASSETS............................................   $15,807,570    $24,223,407    $47,858,095    $164,777,321   $48,512,309
                                                         ===========    ===========    ===========    ============   ===========
Amount retained by Equitable Life in Separate
   Account No. 45 (Note 5)............................   $    11,258    $    30,884    $    34,373    $     21,754   $    17,133
Net Assets Attributable to Contractowners.............    15,796,312     24,192,523     47,823,722     164,755,567    48,495,176
                                                         -----------    -----------    -----------    ------------   -----------
NET ASSETS ...........................................   $15,807,570    $24,223,407    $47,858,095    $164,777,321   $48,512,309
                                                         ===========    ===========    ===========    ============   ===========
<CAPTION>


                                                                               EQUITY OPTIONS (CONCLUDED):
                                                             ---------------------------------------------------------

                                                                                                           WARBURG
                                                               BT SMALL                   MFS EMERGING   PINCUS SMALL
                                                               COMPANY                       GROWTH        COMPANY
                                                                INDEX      EQ/EVERGREEN    COMPANIES        VALUE
                                                             -----------   ------------  --------------  ------------
<S>                                                          <C>            <C>           <C>             <C>
ASSETS
Investments in shares of the Trust--
  at market value (Note 1)
  Cost:    $  12,911,236.................................
              18,306,823.................................
              38,196,091.................................
             157,132,560.................................
              39,247,937.................................
              11,414,013.................................    $12,800,198
               1,982,222.................................                   $2,062,700
             165,464,511.................................                                 $274,311,577
              36,314,015.................................                                                 $34,356,133
Receivable for Trust shares sold.........................             --            --              --         44,119
Receivable for policy-related transactions...............          7,852        46,793         508,158             --
                                                             -----------    ----------    ------------    -----------
   Total Assets..........................................     12,808,050     2,109,493     274,819,735     34,400,252
                                                             -----------    ----------    ------------    -----------
LIABILITIES
Payable for Trust shares purchased.......................          7,852        43,374         543,340             --
Payable for policy-related transactions..................             --            --              --         44,117
                                                             -----------    ----------    ------------    -----------
   Total Liabilities.....................................          7,852        43,374         543,340         44,117
                                                             -----------    ----------    ------------    -----------
NET ASSETS...............................................    $12,800,198    $2,066,119    $274,276,395    $34,356,135
                                                             ===========    ==========    ============    ===========
Amount retained by Equitable Life in Separate
   Account No. 45 (Note 5)...............................    $     8,874    $    3,894    $     22,369    $    25,801
Net Assets Attributable to Contractowners................     12,791,324     2,062,225     274,254,026     34,330,334
                                                             -----------    ----------    ------------    -----------
NET ASSETS ..............................................    $12,800,198    $2,066,119    $274,276,395    $34,356,135
                                                             ===========    ==========    ============    ===========
</TABLE>

----------------------
See Notes to Financial Statements.




                                      FS-5
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45
STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED)
DECEMBER 31, 1999
<TABLE>

<CAPTION>
                                                                              ASSET ALLOCATION OPTIONS:
                                                    --------------------------------------------------------------------------
                                                                                                    MERRILL
                                                      ALLIANCE        ALLIANCE                       LYNCH
                                                    CONSERVATIVE       GROWTH       EQ/EVERGREEN     WORLD        EQ/PUTNAM
                                                     INVESTORS        INVESTORS      FOUNDATION     STRATEGY       BALANCED
                                                    ------------   --------------  ------------   ------------   -------------
<S>                                                 <C>             <C>             <C>            <C>            <C>
ASSETS
Investments in shares of the Trust--
  at market value (Note 1)
  Cost:    $  98,868,230..........................  $99,261,412
             210,262,385..........................                  $235,403,798
               2,112,191..........................                                  $2,213,065
               7,303,210..........................                                                 $8,233,917
              54,870,271..........................                                                                $52,255,237
Receivable for Trust shares sold..................       20,968               --            --             --          37,010
Receivable for policy-related transactions........           --          255,496         7,162          8,307              --
                                                    -----------     ------------    ----------     ----------     -----------
   Total Assets...................................   99,282,380      235,659,294     2,220,227      8,242,224      52,292,247
                                                    -----------     ------------    ----------     ----------     -----------
LIABILITIES
Payable for Trust shares purchased................           --          296,750         3,000          8,307              --
Payable for policy-related transactions...........      275,204               --            --             --          37,025
                                                    -----------     ------------    ----------     ----------     -----------
   Total Liabilities..............................      275,204          296,750         3,000          8,307          37,025
                                                    -----------     ------------    ----------     ----------     -----------
NET ASSETS........................................  $99,007,176     $235,362,544    $2,217,227     $8,233,917     $52,255,222
                                                    ===========     ============    ==========     ==========     ===========
Amount retained by Equitable Life in
   Separate Account No. 45 (Note 5)...............  $    42,535     $     17,096    $    5,528     $    7,713     $    20,563
Net Assets Attributable to Contractowners.........   98,964,641      235,345,448     2,211,699      8,226,204      52,234,659
                                                    -----------     ------------    ----------     ----------     -----------
NET ASSETS........................................  $99,007,176     $235,362,544    $2,217,227     $8,233,917     $52,255,222
                                                    ===========     ============    ==========     ==========     ===========
</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
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>

                                                               FIXED INCOME OPTIONS:                         EQUITY OPTIONS:
                                                    ---------------------------------------------   ------------------------------
                                                      ALLIANCE
                                                    INTERMEDIATE       ALLIANCE        ALLIANCE         ALLIANCE         ALLIANCE
                                                     GOVERNMENT         MONEY           HIGH             COMMON          GROWTH &
                                                     SECURITIES         MARKET          YIELD            STOCK            INCOME
                                                    ------------     ------------  --------------    --------------   ------------
<S>                                                 <C>              <C>            <C>              <C>              <C>
INCOME AND EXPENSES:
     Investment Income (Note 2):
       Dividends from the Trust ................    $ 2,616,550      $ 7,687,298   $  8,487,278     $  5,035,909     $   559,087
     Expenses (Note 3):
       Asset-based charges......................        605,550        1,601,521        903,860       10,299,676       3,140,296
                                                    ------------     -----------   ------------     ------------     -----------
NET INVESTMENT INCOME (LOSS)....................      2,011,000        6,085,777      7,583,418       (5,263,767)     (2,581,209)
                                                    ------------     -----------   ------------     ------------     -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
    Realized gain (loss) on investments.........         50,287        4,648,024     (2,588,622)      14,473,126       2,496,243
    Realized gain distribution from the Trust ..             --            5,705         75,368      141,440,093      29,839,709
                                                    ------------     -----------   -------------    ------------     -----------
NET REALIZED GAIN (LOSS)........................         50,287        4,653,729     (2,513,254)     155,913,219      32,335,952
                                                    ------------     -----------   -------------    ------------     -----------
    Unrealized appreciation (depreciation) on
      investments:
    Beginning of period.........................         98,656         (614,914)   (10,917,712)      59,099,124      15,241,041
    End of period...............................     (2,546,058)      (5,423,973)   (19,536,549)      96,170,655      26,843,876
                                                    ------------     -----------   -------------    ------------     -----------
    Change in unrealized appreciation
      (depreciation) during the period..........     (2,644,714)      (4,809,059)    (8,618,837)      37,071,531      11,602,835
                                                    ------------     -----------   -------------    ------------     -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS..................................     (2,594,427)        (155,330)   (11,132,091)     192,984,750      43,938,787
                                                    ------------     -----------   -------------    ------------     -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS..............................    $  (583,427)     $ 5,930,447   $ (3,548,673)    $187,720,983     $41,357,578
                                                    ============     ==========    ============     ============     ===========

<CAPTION>


                                                                     EQUITY OPTIONS:
                                                        --------------------------------------------
                                                         EQ/ALLIANCE                      CAPITAL
                                                          PREMIER         BT EQUITY      GUARDIAN
                                                         GROWTH (A)       500 INDEX     RESEARCH (A)
                                                        -------------   ------------   -------------
<S>                                                      <C>            <C>             <C>
INCOME AND EXPENSES:
     Investment Income (Note 2):
       Dividends from the Trust ................         $    68,711    $   944,171      $ 14,667
     Expenses (Note 3):
       Asset-based charges......................             374,654      1,522,042         2,635
                                                         -----------    -----------      --------
NET INVESTMENT INCOME (LOSS)....................            (305,943)      (577,871)       12,032
                                                         -----------    -----------      --------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
    Realized gain (loss) on investments.........              84,572      3,367,774         1,304
    Realized gain distribution from the Trust...             240,487        461,186            --
                                                         -----------    -----------      --------
NET REALIZED GAIN (LOSS)........................             325,059      3,828,960         1,304
                                                         -----------    -----------      --------
    Unrealized appreciation (depreciation) on
      investments:
    Beginning of period.........................                  --      5,380,743            --
    End of period...............................          12,756,504     23,706,451       509,251
                                                         -----------    -----------      --------
    Change in unrealized appreciation
      (depreciation) during the period..........          12,756,504     18,325,708       509,251
                                                         -----------    -----------      --------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS..................................          13,081,563     22,154,668       510,555
                                                         -----------    -----------      --------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS..............................         $12,775,620    $21,576,797      $522,587
                                                         ===========    ===========      ========
</TABLE>

----------------------
See Notes to Financial Statements.
(a) Commenced operations on May 1, 1999.




                                      FS-7
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45
STATEMENTS OF OPERATIONS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>

                                                                                     EQUITY OPTIONS (CONTINUED):
                                                       --------------------------------------------------------------------------
                                                                            MFS                                        MERRILL
                                                          CAPITAL         GROWTH       ALLIANCE                         LYNCH
                                                          GUARDIAN         WITH         EQUITY          MFS          BASIC VALUE
                                                       U.S. EQUITY (B)  INCOME (A)      INDEX         RESEARCH         EQUITY
                                                       ---------------  ----------    ----------    -------------   ------------
<S>                                                       <C>            <C>           <C>           <C>             <C>
INCOME AND EXPENSES:
     Investment Income (Note 2):
       Dividends from the Trust...................        $ 44,048       $ 24,542      $  7,281      $   101,145     $  870,154
     Expenses (Note 3):
       Asset-based charges........................           5,420         38,598       338,763          915,689        701,152
                                                          --------       --------      --------      -----------     ----------
NET INVESTMENT INCOME (LOSS)......................          38,628        (14,056)       (1,472)        (814,544)       169,002
                                                          --------       --------      --------      -----------     ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
    Realized gain (loss) on investments...........          39,055         10,928       119,805          871,829        473,574
    Realized gain distribution from the Trust.....              --             --         5,996        2,080,105      3,651,717
                                                          --------       --------      --------      -----------     ----------
NET REALIZED GAIN (LOSS)..........................          39,055         10,928       125,801        2,951,934      4,125,291
                                                          --------       --------      --------      -----------     ----------
    Unrealized appreciation (depreciation) on
     investments:
    Beginning of period...........................              --             --        62,022        6,227,420         (1,617)
    End of period.................................         211,667        350,699        78,088       19,943,940      3,318,085
                                                          --------       --------      --------      -----------     ----------
    Change in unrealized appreciation
      (depreciation) during the period............         211,667        350,699        16,066       13,716,520      3,319,702
                                                          --------       --------      --------      -----------     ----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS..................................         250,722        361,627       141,867       16,668,454      7,444,993
                                                          --------       --------      --------      -----------     ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS.................................        $289,350       $347,571      $140,395      $15,853,910     $7,613,995
                                                          ========       ========      ========      ===========     ==========

<CAPTION>

                                                                 EQUITY OPTIONS (CONTINUED):
                                                       ---------------------------------------------
                                                                         T. ROWE
                                                        EQ/PUTNAM         PRICE
                                                         GROWTH &         EQUITY          ALLIANCE
                                                       INCOME VALUE       INCOME           GLOBAL
                                                       ------------    ------------    -------------
<S>                                                    <C>             <C>             <C>
INCOME AND EXPENSES:
     Investment Income (Note 2):
       Dividends from the Trust...................     $   689,465     $ 1,289,081      $    32,045
     Expenses (Note 3):
       Asset-based charges........................         628,698         784,524        1,089,694
                                                       -----------     -----------      -----------
NET INVESTMENT INCOME (LOSS)......................          60,767         504,557       (1,057,649)
                                                       -----------     -----------      -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
    Realized gain (loss) on investments...........         481,994         410,548        8,982,303
    Realized gain distribution from the Trust.....       3,714,072       2,685,098        7,740,724
                                                       -----------     -----------      -----------
NET REALIZED GAIN (LOSS)..........................       4,196,066       3,095,646       16,723,027
                                                       -----------     -----------      -----------
    Unrealized appreciation (depreciation) on
      investments:
    Beginning of period...........................       2,827,237       2,000,241        4,239,304
    End of period.................................      (3,390,366)       (595,605)      20,023,195
                                                       -----------     -----------      -----------
    Change in unrealized appreciation
      (depreciation) during the period............      (6,217,603)     (2,595,846)      15,783,891
                                                       -----------     -----------      -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS..................................      (2,021,537)        499,800       32,506,918
                                                       -----------     -----------      -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
    FROM OPERATIONS...............................     $(1,960,770)    $ 1,004,357      $31,449,269
                                                       ===========     ===========      ===========
</TABLE>

----------------------
See Notes to Financial Statements.
(a) Commenced operations on January 1, 1999.
(b) Commenced operations on May 1, 1999.



                                      FS-8

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45
STATEMENTS OF OPERATIONS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>

                                                                              EQUITY OPTIONS (CONTINUED):
                                                    ---------------------------------------------------------------------------
                                                                       BT           MORGAN
                                                                     INTER-         STANLEY          T. ROWE
                                                     ALLIANCE       NATIONAL       EMERGING           PRICE           ALLIANCE
                                                      INTER-         EQUITY         MARKETS        INTERNATIONAL     AGGRESSIVE
                                                     NATIONAL         INDEX         EQUITY            STOCK            STOCK
                                                    ------------   ------------  -------------     -------------   -------------
<S>                                                  <C>            <C>           <C>              <C>              <C>
INCOME AND EXPENSES:
     Investment Income (Note 2):
       Dividends from the Trust.................     $       --     $  116,996    $        --      $   164,000      $   321,954
     Expenses (Note 3):
       Asset-based charges......................        258,070        128,538        121,305          419,999        1,752,289
                                                     ----------     ----------    -----------      -----------     ------------
NET INVESTMENT INCOME (LOSS)....................       (258,070)       (11,542)      (121,305)        (255,999)      (1,430,335)
                                                     ----------     ----------    -----------      -----------     ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
    Realized gain (loss) on investments.........      6,714,207        169,052      1,356,768        2,149,623       (2,430,108)
    Realized gain distribution from the Trust...        496,555        115,208        230,820          462,419        9,694,373
                                                     ----------     ----------    -----------      -----------     ------------
NET REALIZED GAIN (LOSS)........................      7,210,762        284,260      1,587,588        2,612,042        7,264,265
                                                     ----------     ----------    -----------      -----------     ------------
     Unrealized appreciation (depreciation) on
     investments:
    Beginning of period.........................        927,513        284,441     (1,008,425)       1,495,965      (10,578,470)
    End of period...............................      2,204,364      2,896,302      5,917,600        9,662,003        7,652,150
                                                     ----------     ----------    -----------      -----------     ------------
    Change in unrealized appreciation
      (depreciation) during the period..........      1,276,851      2,611,861      6,926,025        8,166,038       18,230,620
                                                     ----------     ----------    -----------      -----------     ------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS..................................      8,487,613      2,896,121      8,513,613       10,778,080       25,494,885
                                                     ----------     ----------    -----------      -----------     ------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS..............................     $8,229,543     $2,884,579    $ 8,392,308      $10,522,081     $ 24,064,550
                                                     ==========     ==========    ===========      ===========     ============

<CAPTION>

                                                           EQUITY OPTIONS (CONTINUED):
                                                  --------------------------------------------
                                                   ALLIANCE        BT SMALL
                                                   SMALL CAP       COMPANY            EQ/
                                                    GROWTH         INDEX         EVERGREEN (A)
                                                  ------------    ------------   -------------
<S>                                                <C>            <C>             <C>
INCOME AND EXPENSES:
     Investment Income (Note 2):
       Dividends from the Trust.................           --      $   97,906      $ 6,774
     Expenses (Note 3):
       Asset-based charges......................  $   453,172         108,093       15,565
                                                  -----------      ----------      -------
NET INVESTMENT INCOME (LOSS)....................     (453,172)        (10,187)      (8,791)
                                                  -----------      ----------      -------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
    Realized gain (loss) on investments.........     (902,390)        (28,286)      16,568
    Realized gain distribution from the Trust...           --         604,294           --
                                                  -----------      ----------      -------
NET REALIZED GAIN (LOSS)........................     (902,390)        576,008       16,568
                                                  -----------      ----------      -------
     Unrealized appreciation (depreciation) on
     investments:
    Beginning of period.........................   (1,821,859)         19,385           --
    End of period...............................    9,269,125       1,386,185       80,478
                                                  -----------      ----------      -------
    Change in unrealized appreciation
      (depreciation) during the period..........   11,090,984       1,366,800       80,478
                                                  -----------      ----------      -------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS..................................   10,188,594       1,942,808       97,046
                                                  -----------      ----------      -------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS..............................  $ 9,735,422      $1,932,621      $88,255
                                                  ===========      ==========      =======
</TABLE>

----------------------
See Notes to Financial Statements.
(a) Commenced operations on January 1, 1999.




                                      FS-9

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45
STATEMENTS OF OPERATIONS (CONCLUDED)
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>


                                                             EQUITY OPTIONS (CONCLUDED):         ASSET ALLOCATION OPTIONS:
                                                           --------------------------------   ------------------------------
                                                                MFS            WARBURG
                                                             EMERGING         PINCUS SMALL       ALLIANCE         ALLIANCE
                                                              GROWTH           COMPANY         CONSERVATIVE        GROWTH
                                                             COMPANIES         VALUE            INVESTORS         INVESTORS
                                                           --------------    ------------     ------------     -------------
<S>                                                         <C>              <C>                <C>             <C>
INCOME AND EXPENSES:
    Investment Income (Note 2):
      Dividends from the Trust...........................   $         --     $    64,235        $3,173,620      $ 2,987,070
    Expenses (Note 3):
      Asset-based charges................................      1,730,029         398,110           942,329        2,074,985
                                                            ------------     -----------        ----------      -----------
NET INVESTMENT INCOME (LOSS).............................     (1,730,029)       (333,875)        2,231,291          912,085
                                                            ------------     -----------        ----------      -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
    Realized gain (loss) on investments..................      1,280,945      (2,056,657)          675,737        1,500,689
    Realized gain distribution from the Trust............      4,612,401              --         4,006,997       19,869,506
                                                            ------------     -----------        ----------      -----------
NET REALIZED GAIN (LOSS).................................      5,893,346      (2,056,657)        4,682,734       21,370,195
                                                            ------------     -----------        ----------      -----------
    Unrealized appreciation (depreciation) on
      investments:
    Beginning of period..................................     11,818,257      (4,226,994)          558,081        6,231,888
    End of period........................................    108,847,066      (1,957,882)          393,182       25,141,413
                                                            ------------     -----------        ----------      -----------
    Change in unrealized appreciation (depreciation)
      during the period..................................     97,028,809       2,269,112          (164,899)      18,909,525
                                                            ------------     -----------        ----------      -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS...........................................    102,922,155         212,455         4,517,835       40,279,720
                                                            ------------     -----------        ----------      -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
   OPERATIONS............................................   $101,192,126     $  (121,420)       $6,749,126      $41,191,805
                                                            ============     ===========        ==========      ===========


<CAPTION>

                                                                          ASSET ALLOCATION OPTIONS:
                                                             ---------------------------------------------------
                                                                                    MERRILL LYNCH
                                                               EQ/EVERGREEN             WORLD         EQ/PUTNAM
                                                              FOUNDATION (A)          STRATEGY        BALANCED
                                                             ---------------        -------------   -------------
<S>                                                               <C>               <C>              <C>

INCOME AND EXPENSES:
    Investment Income (Note 2):
      Dividends from the Trust...........................         $ 22,667          $   61,419       $   343,264
    Expenses (Note 3):
      Asset-based charges................................           11,824              78,448           587,060
                                                                  --------          ----------       -----------
NET INVESTMENT INCOME (LOSS).............................           10,843             (17,029)         (243,796)
                                                                  --------          ----------       -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS (Note 2):
    Realized gain (loss) on investments..................            9,087             333,497           464,484
    Realized gain distribution from the Trust............               --              98,836         2,692,833
                                                                  --------          ----------       -----------
NET REALIZED GAIN (LOSS).................................            9,087             432,333         3,157,317
                                                                  --------          ----------       -----------
    Unrealized appreciation (depreciation) on investments:
    Beginning of period..................................               --              81,917         1,317,266
    End of period........................................          100,874             930,707        (2,615,034)
                                                                  --------          ----------       -----------
    Change in unrealized appreciation (depreciation)
      during the period..................................          100,874             848,790        (3,932,300)

NET REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS...........................................          109,961           1,281,123          (774,983)
                                                                  --------          ----------       -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
   OPERATIONS............................................         $120,804          $1,264,094       $(1,018,779)
                                                                  ========          ==========       ===========

----------------------
See Notes to Financial Statements.
(a) Commenced operations on January 1, 1999.
</TABLE>



                                     FS-10

<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 OPTIONS:
                                                                    ---------------------------------------------------------
                                                                     ALLIANCE INTERMEDIATE                ALLIANCE
                                                                     GOVERNMENT SECURITIES              MONEY MARKET
                                                                    --------------------------  -----------------------------
                                                                       1999           1998           1999           1998
                                                                    -----------    -----------    -----------    ------------
<S>                                                                 <C>            <C>            <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income..........................................  $ 2,011,000    $   991,977    $  6,085,777   $  4,920,486
   Net realized gain (loss).......................................       50,287        255,764       4,653,729        153,805
   Change in unrealized appreciation (depreciation) of investments   (2,644,714)        76,717      (4,809,059)      (149,714)
                                                                    -----------    -----------    ------------   ------------
   Net increase (decrease) in net assets from operations..........     (583,427)     1,324,458       5,930,447      4,924,577
                                                                    -----------    -----------    ------------   ------------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions...............................................   16,738,471     19,720,434     133,903,493    216,826,115
      Transfers from other Funds and Guaranteed Interest Rate
        Account (Note 1)..........................................   19,064,060     20,781,791     345,250,743    113,746,706
                                                                    -----------    -----------    ------------   ------------
      Total.......................................................   35,802,531     40,502,225     479,154,236    330,572,821
                                                                    -----------    -----------    ------------   ------------
   Withdrawal and Transfers:
      Benefits and other policy transactions......................    3,766,081      1,040,600      15,488,362     10,986,665
      Withdrawal and administrative charges.......................      113,715         73,339         336,766        230,600
      Transfers to other Funds and Guaranteed Interest Rate
        Account (Note 1)..........................................   18,303,936     12,745,544     450,926,470    243,665,058
                                                                    -----------    -----------    ------------   ------------
      Total.......................................................   22,183,732     13,859,483     466,751,598    254,882,323
                                                                    -----------    -----------    ------------   ------------
   Net increase in net assets from Contractowners transactions....   13,618,799     26,642,742      12,402,638     75,690,498
                                                                    -----------    -----------    ------------   ------------
NET INCREASE (DECREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5)............................      (39,523)       (24,307)       (173,862)      (171,264)
                                                                    -----------    -----------    ------------   ------------
INCREASE IN NET ASSETS............................................   12,995,849     27,942,893      18,159,223     80,443,811
NET ASSETS, BEGINNING OF PERIOD...................................   39,060,890     11,117,997     162,008,981     81,565,170
                                                                    -----------    -----------    ------------   ------------
NET ASSETS, END OF PERIOD.........................................  $52,056,739    $39,060,890    $180,168,204   $162,008,981
                                                                    ===========    ===========    ============   ============

<CAPTION>


                                                                        FIXED INCOME OPTIONS:
                                                                    -----------------------------
                                                                              ALLIANCE
                                                                             HIGH YIELD
                                                                     ----------------------------
                                                                        1999           1998
                                                                     -----------   -------------
<S>                                                                  <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income..........................................   $ 7,583,418    $  4,911,913
   Net realized gain (loss).......................................    (2,513,254)        252,443
   Change in unrealized appreciation (depreciation) of investments    (8,618,837)    (10,131,526)
                                                                     -----------    ------------
   Net increase (decrease) in net assets from operations..........    (3,548,673)     (4,967,170)
                                                                     -----------    ------------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions...............................................    18,276,505      47,559,333
      Transfers from other Funds and Guaranteed Interest Rate
        Account (Note 1)..........................................    24,201,082      47,655,636
                                                                     -----------    ------------
      Total.......................................................    42,477,587      95,214,969
                                                                     -----------    ------------
   Withdrawal and Transfers:
      Benefits and other policy transactions......................     4,693,520       2,110,668
      Withdrawal and administrative charges.......................       191,740         128,063
      Transfers to other Funds and Guaranteed Interest Rate
        Account (Note 1)..........................................    29,391,677      37,545,562
                                                                     -----------    ------------
      Total.......................................................    34,276,937      39,784,293
                                                                     -----------    ------------
   Net increase in net assets from Contractowners transactions....     8,200,650      55,430,676
                                                                     -----------    ------------
NET INCREASE (DECREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5)............................       333,022         (51,011)
                                                                     -----------    ------------
INCREASE IN NET ASSETS............................................     4,984,999      50,412,495
NET ASSETS, BEGINNING OF PERIOD...................................    68,953,488      18,540,993
                                                                     -----------    ------------
NET ASSETS, END OF PERIOD.........................................   $73,938,487    $ 68,953,488
                                                                     ===========    ============
</TABLE>

----------------------
See Notes to Financial Statements.



                                     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 OPTIONS:
                                                                   ----------------------------------------------------------------
                                                                             ALLIANCE
                                                                              COMMON                           ALLIANCE
                                                                               STOCK                        GROWTH & INCOME
                                                                   -------------------------------     ----------------------------
                                                                       1999              1998            1999            1998
                                                                   --------------     ------------     ------------  --------------
<S>                                                                <C>                <C>              <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss).............................       $   (5,263,767)    $ (3,021,251)    $ (2,581,209)   $ (1,219,363)
   Net realized gain (loss).................................          155,913,219       89,425,586       32,335,952      18,247,337
   Change in unrealized appreciation (depreciation)
      of investments........................................           37,071,531       35,647,677       11,602,835       9,624,663
                                                                   --------------     ------------     ------------    ------------
   Net increase (decrease) in net assets from
      operations............................................          187,720,983      122,052,012       41,357,578      26,652,637
                                                                   --------------     ------------     ------------    ------------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions.........................................          207,705,505      222,706,977       79,591,764      69,137,309
      Transfers from other Funds and Guaranteed
        Interest Rate Account (Note 1)......................          150,664,910       88,116,261       52,129,647      25,662,665
                                                                   --------------     ------------     ------------    ------------
      Total.................................................          358,370,415      310,823,238      131,721,411      94,799,974
                                                                   --------------     ------------     ------------    ------------
   Withdrawal and Transfers:
      Benefits and other policy transactions................           45,730,056       20,666,466       12,693,019       5,922,537
      Withdrawal and administrative charges.................            2,430,139        1,652,840          722,496         501,695
      Transfers to other Funds and Guaranteed Interest
        Rate Account (Note 1)...............................          100,231,203       56,065,697       21,360,924      14,167,225
                                                                   --------------     ------------     ------------    ------------
      Total.................................................          148,391,398       78,385,003       34,776,439      20,591,457
                                                                   --------------     ------------     ------------    ------------
    Net increase in net assets from Contractowners
        transactions........................................          209,979,017      232,438,235       96,944,972      74,208,517
                                                                   --------------     ------------     ------------    ------------
NET INCREASE (DECREASE) IN AMOUNT RETAINED BY EQUITABLE
   LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5).................               30,531       (1,458,927)        (126,008)       (324,475)
                                                                   --------------     ------------     ------------    ------------
INCREASE IN NET ASSETS......................................          397,730,531      353,031,320      138,176,542     100,536,679
NET ASSETS, BEGINNING OF PERIOD.............................          673,517,279      320,485,959      194,784,426      94,247,747
                                                                   --------------     ------------     -------------   ------------
NET ASSETS, END OF PERIOD...................................       $1,071,247,810     $673,517,279     $332,960,968    $194,784,426
                                                                   ==============     ============     ============    ============
<CAPTION>

                                                                                               EQUITY OPTIONS:
                                                                       -------------------------------------------------------------
                                                                       EQ/ALLIANCE                                       CAPITAL
                                                                         PREMIER                 BT EQUITY              GUARDIAN
                                                                        GROWTH (A)               500 INDEX             RESEARCH (A)
                                                                       -------------     ---------------------------   -----------
                                                                          1999              1999            1998           1999
                                                                       -------------     -------------   -----------    ----------
<S>                                                                    <C>               <C>             <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss).............................           $   (305,943)     $   (577,871)   $    51,021    $   12,032
   Net realized gain (loss).................................                325,059         3,828,960       (262,278)        1,304
   Change in unrealized appreciation (depreciation)
      of investments........................................             12,756,504        18,325,708      5,380,743       509,251
                                                                       ------------      ------------    -----------    ----------
   Net increase (decrease) in net assets from
      operations............................................             12,775,620        21,576,797      5,169,486       522,587
                                                                       ------------      ------------    -----------    ----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions.........................................             51,494,332        68,011,244     38,685,440       773,977
      Transfers from other Funds and Guaranteed
        Interest Rate Account (Note 1)......................             50,634,978        72,168,364     24,595,843       304,871
                                                                       ------------      ------------    -----------    ----------
      Total.................................................            102,129,310       140,179,608     63,281,283     1,078,848
                                                                       ------------      ------------    -----------    ----------
   Withdrawal and Transfers:
      Benefits and other policy transactions................              1,214,281         4,865,043        533,098         8,020
      Withdrawal and administrative charges.................                 34,663           235,878         13,875           112
      Transfers to other Funds and Guaranteed Interest
        Rate Account (Note 1)...............................              4,449,128        36,231,492     10,862,244        12,425
                                                                       ------------      ------------    -----------    ----------
      Total.................................................              5,698,072        41,332,413     11,409,217        20,557
                                                                       ------------      ------------    -----------    ----------
    Net increase in net assets from Contractowners
        transactions........................................             96,431,238        98,847,195     51,872,066     1,058,291
                                                                       ------------      ------------    -----------    ----------
NET INCREASE (DECREASE) IN AMOUNT RETAINED BY EQUITABLE
   LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5).................              3,371,146            (7,899)        41,705     6,641,343
                                                                       ------------      ------------    -----------    ----------
INCREASE IN NET ASSETS......................................            112,578,004       120,416,093     57,083,257     8,222,221
NET ASSETS, BEGINNING OF PERIOD.............................                     --        57,083,257             --            --
                                                                       ------------      ------------    -----------    ----------
NET ASSETS, END OF PERIOD...................................           $112,578,004      $177,499,350    $57,083,257    $8,222,221
                                                                       ============      ============    ===========    ==========
</TABLE>

----------------------
See Notes to Financial Statements.
(a) Commenced operations on May 1, 1999.



                                     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 OPTIONS (CONTINUED):
                                                            -------------------------------------------------------
                                                                             MFS
                                                            CAPITAL         GROWTH
                                                            GUARDIAN        WITH
                                                           EQUITY U.S.(B)  INCOME(A)       ALLIANCE EQUITY INDEX
                                                           -------------   ---------      -----------------------
                                                               1999           1999           1999           1998
                                                           ------------    ---------      ----------      --------
<S>                                                         <C>           <C>             <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss).........................    $   38,628    $  (14,056)     $   (1,472)     $   (278)
   Net realized gain (loss).............................        39,055        10,928         125,801         5,337
   Change in unrealized appreciation (depreciation)
      of investments....................................       211,667       350,699          16,066        57,300
                                                            ----------    ----------      ----------     ---------
   Net increase (decrease) in net assets from
      operations........................................       289,350       347,571         140,395        62,359
                                                            ----------    ----------      ----------     ---------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions.....................................     1,019,311     4,649,590         274,482        69,113
      Transfers from other Funds and Guaranteed
        Interest Rate Account (Note 1)..................       655,447     3,575,425         960,043       198,702
                                                            ----------    ----------      ----------     ---------
      Total.............................................     1,674,758     8,225,015       1,234,525       267,815
                                                            ----------    ----------      ----------     ---------
   Withdrawal and Transfers:
      Benefits and other policy transactions............        11,768       140,411          18,740            --
      Withdrawal and administrative charges.............           289         2,095           2,213           380
      Transfers to other Funds and Guaranteed Interest
        Rate Account (Note 1)...........................        21,468       595,090         912,662         4,913
                                                            ----------    ----------      ----------     ---------
      Total.............................................        33,525       737,596         933,615         5,293
                                                            ----------    ----------      ----------     ---------
   Net increase in net assets from Contractowners
      transactions......................................     1,641,233     7,487,419         300,910       262,522
                                                            ----------    ----------      ----------     ---------
NET INCREASE (DECREASE) IN AMOUNT RETAINED BY
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5)...     4,642,303         3,533         276,165           459
                                                            ----------    ----------      ----------     ---------
INCREASE IN NET ASSETS..................................     6,572,886     7,838,523         436,680       325,340
NET ASSETS, BEGINNING OF PERIOD.........................            --            --         429,341       104,001
                                                            ----------    ----------      ----------     ---------
NET ASSETS, END OF PERIOD...............................    $6,572,886    $7,838,523      $  866,021      $429,341
                                                            ==========    ==========      ==========     =========
<CAPTION>

                                                                            EQUITY OPTIONS (CONTINUED):
                                                            -----------------------------------------------------
                                                                                         MERRILL LYNCH BASIC
                                                                  MFS RESEARCH                VALUE EQUITY
                                                            ------------------------- ---------------------------
                                                               1999          1998         1999           1998
                                                            -----------  -----------   -----------   ------------
<S>                                                         <C>          <C>           <C>           <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss).........................    $  (814,544) $  (176,421)  $  169,002    $   107,220
   Net realized gain (loss).............................      2,951,934       60,560     4,125,291     1,132,014
   Change in unrealized appreciation (depreciation)
      of investments....................................     13,716,520    6,189,909     3,319,702        62,716
                                                            -----------  -----------   -----------   -----------
   Net increase (decrease) in net assets from
      operations........................................     15,853,910    6,074,048     7,613,995     1,301,950
                                                            -----------  -----------   -----------   -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions.....................................     22,409,010   28,178,818    18,581,979    24,093,025
      Transfers from other Funds and Guaranteed
        Interest Rate Account (Note 1)..................     15,195,029   10,528,629    16,907,356     9,221,650
                                                            -----------  -----------   -----------   -----------
      Total.............................................     37,604,039   38,707,447    35,489,335    33,314,675
                                                            -----------  -----------   -----------   -----------
   Withdrawal and Transfers:
      Benefits and other policy transactions............      2,844,536    1,059,377     2,165,217       967,509
      Withdrawal and administrative charges.............        177,521       74,772       157,688        69,854
      Transfers to other Funds and Guaranteed Interest
        Rate Account (Note 1)...........................      9,710,005    2,504,801     7,474,629     3,287,976
                                                            -----------  -----------   -----------   -----------
      Total.............................................     12,732,062    3,638,950     9,797,534     4,325,339
                                                            -----------  -----------   -----------   -----------
   Net increase in net assets from Contractowner
      transactions......................................     24,871,977   35,068,497    25,691,801    28,989,336
                                                            -----------  -----------   -----------   -----------
NET INCREASE (DECREASE) IN AMOUNT RETAINED BY
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5)...         14,614      (22,435)      (10,760)        1,759
                                                            -----------   ----------   -----------   -----------
INCREASE IN NET ASSETS..................................     40,740,501   41,120,110    33,295,036    30,293,045
NET ASSETS, BEGINNING OF PERIOD.........................     53,094,915   11,974,805    40,154,947     9,861,902
                                                            -----------  -----------   -----------   -----------
NET ASSETS, END OF PERIOD...............................    $93,835,416  $53,094,915   $73,449,983   $40,154,947
                                                            ===========  ===========   ===========   ===========
</TABLE>

----------------------
See Notes to Financial Statements.
(a) Commenced operations on January 1, 1999.
(b) Commenced operations on May 1, 1999.




                                     FS-13

<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 OPTIONS (CONTINUED)
                                                                        --------------------------------------------------------
                                                                            EQ/PUTNAM GROWTH               T. ROWE PRICE
                                                                             & INCOME VALUE                EQUITY INCOME
                                                                        --------------------------- ----------------------------
                                                                            1999           1998          1999           1998
                                                                        ------------    -----------    -----------   -----------
<S>                                                                     <C>            <C>            <C>           <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)..................................          $    60,767    $    50,421    $   504,557   $   477,292
   Net realized gain (loss)...................................            4,196,066        245,761      3,095,646     1,163,814
   Change in unrealized appreciation (depreciation)
      of investments..........................................           (6,217,603)     2,636,110     (2,595,846)    1,019,835
                                                                        -----------    -----------    -----------   -----------
   Net increase (decrease) in net assets from
      operations..............................................           (1,960,770)     2,932,292      1,004,357     2,660,941
                                                                        -----------    -----------    -----------   -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions...........................................           11,945,980     22,432,656     13,079,380    26,813,091
      Transfers from other Funds and Guaranteed
       Interest Rate Account (Note 1).........................           11,432,550      6,980,421     11,031,299    10,252,099
                                                                        -----------    -----------    -----------   -----------
      Total...................................................           23,378,530     29,413,077     24,110,679    37,065,190
                                                                        -----------    -----------    -----------   -----------
   Withdrawal and Transfers:
       Benefits and other policy transactions.................            2,310,552      1,300,000      2,735,421     1,205,409
      Withdrawal and administrative charges...................              138,621         90,762        186,648       109,823
      Transfers to other Funds and Guaranteed Interest
        Rate Account (Note 1).................................            6,890,722      3,822,075      8,695,281     3,039,300
                                                                        -----------    -----------    -----------   -----------
      Total...................................................            9,339,895      5,212,837     11,617,350     4,354,532
                                                                        -----------    -----------    -----------   -----------
   Net increase in net assets from Contractowners
      transactions............................................           14,038,635     24,200,240     12,493,329    32,710,658
                                                                        -----------    -----------    -----------   -----------
NET INCREASE (DECREASE) IN AMOUNT RETAINED BY
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5).........              (12,474)        (2,085)        (6,635)       (3,487)
                                                                        -----------    -----------    -----------   -----------
INCREASE IN NET ASSETS........................................           12,065,391     27,130,447     13,491,051    35,368,112
NET ASSETS, BEGINNING OF PERIOD...............................           41,327,548     14,197,101     54,352,075    18,983,963
                                                                        -----------    -----------    -----------   -----------
NET ASSETS, END OF PERIOD.....................................          $53,392,939    $41,327,548    $67,843,126   $54,352,075
                                                                        ===========    ===========    ===========   ===========
<CAPTION>

                                                                                           EQUITY OPTIONS (CONTINUED)
                                                                         -----------------------------------------------------------
                                                                                 ALLIANCE                       ALLIANCE
                                                                                  GLOBAL                      INTERNATIONAL
                                                                         ---------------------------- ------------------------------
                                                                            1999            1998           1999            1998
                                                                         ------------    -----------   ------------     -----------
<S>                                                                      <C>             <C>           <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)..................................           $ (1,057,649)   $     8,431   $   (258,070)    $   124,474
   Net realized gain (loss)...................................             16,723,027      4,892,874      7,210,762      (1,563,034)
   Change in unrealized appreciation (depreciation)
      of investments..........................................             15,783,891      4,483,702      1,276,851       3,065,364
                                                                         ------------    -----------   ------------     -----------
   Net increase (decrease) in net assets from
      operations..............................................             31,449,269      9,385,007      8,229,543       1,626,804
                                                                         ------------    -----------   ------------     -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions...........................................             26,454,529     20,084,493      3,182,951       4,384,851
      Transfers from other Funds and Guaranteed
       Interest Rate Account (Note 1).........................             88,898,608      7,177,452    108,748,380      44,058,459
                                                                         ------------    -----------   ------------     -----------
      Total...................................................            115,353,137     27,261,945    111,931,331      48,443,310
                                                                         ------------    -----------   ------------     -----------
   Withdrawal and Transfers:
       Benefits and other policy transactions.................              4,381,008      1,765,622      1,206,958         810,093
      Withdrawal and administrative charges...................                254,410        190,033         77,665          82,131
      Transfers to other Funds and Guaranteed Interest
        Rate Account (Note 1).................................             69,846,821      6,748,641    106,734,952      45,566,819
                                                                         ------------    -----------   ------------     -----------
      Total...................................................             74,482,239      8,704,296    108,019,575      46,459,043
                                                                         ------------    -----------   ------------     -----------
   Net increase in net assets from Contractowners
      transactions............................................             40,870,898     18,557,649      3,911,756       1,984,267
                                                                         ------------    -----------   ------------     -----------
NET INCREASE (DECREASE) IN AMOUNT RETAINED BY
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45 (NOTE 5).........                (61,416)      (118,689)        (4,985)        (82,745)
                                                                         ------------    -----------   ------------     -----------
INCREASE IN NET ASSETS........................................             72,258,751     27,823,967     12,136,314       3,528,326
NET ASSETS, BEGINNING OF PERIOD...............................             66,477,170     38,653,203     20,101,682      16,573,356
                                                                         ------------    -----------   ------------     -----------
NET ASSETS, END OF PERIOD.....................................           $138,735,921    $66,477,170   $ 32,237,996     $20,101,682
                                                                         ============    ===========   ============     ===========
</TABLE>



                                     FS-14

----------------------
See Notes to Financial Statements.
<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 OPTIONS (CONTINUED)
                                                                         ---------------------------------------------------
                                                                                                        MORGAN STANLEY
                                                                            BT INTERNATIONAL           EMERGING MARKETS
                                                                              EQUITY INDEX                  EQUITY
                                                                         ------------------------- -------------------------
                                                                            1999          1998          1999         1998
                                                                         -----------   ----------   -----------   ----------
<S>                                                                      <C>           <C>          <C>           <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss)...................................       $   (11,542)  $   44,049   $  (121,305)  $  (19,381)
   Net realized gain (loss).......................................           284,260      (38,281)    1,587,588     (337,130)
   Change in unrealized appreciation (depreciation)
      of investments..............................................         2,611,861      284,441     6,926,025     (770,143)
                                                                         -----------   ----------   -----------  -----------
   Net increase (decrease) in net assets from
      operations..................................................         2,884,579      290,209     8,392,308   (1,126,654)
                                                                         -----------   ----------   -----------  -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions...............................................         6,071,011    3,655,757     5,524,684    2,708,321
      Transfers from other Funds and Guaranteed
        Interest Rate Account (Note 1)............................         4,354,547    2,070,284    18,165,622    1,357,280
                                                                         -----------   ----------   -----------  -----------
      Total.......................................................        10,425,558    5,726,041    23,690,306    4,065,601
                                                                         -----------   ----------   -----------  -----------
   Withdrawal and Transfers:
       Benefits and other policy transactions.....................           406,812       22,805       594,303       59,492
      Withdrawal and administrative charges.......................            18,704        2,573        24,586        7,737
      Transfers to other Funds and Guaranteed Interest
        Rate Account (Note 1).....................................         2,433,765      642,046    11,518,460      857,518
                                                                         -----------   ----------   -----------  -----------
      Total.......................................................         2,859,281      667,424    12,137,349      924,747
                                                                         -----------   ----------   -----------  -----------
   Net increase in net assets from Contractowners
      transactions................................................         7,566,277    5,058,617    11,552,957    3,140,854
                                                                         -----------   ----------   -----------  -----------
NET INCREASE (DECREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5)............................             3,102        4,786         5,364       17,891
                                                                         -----------   ----------   -----------  -----------
INCREASE IN NET ASSETS............................................        10,453,958    5,353,612    19,950,629    2,032,091
NET ASSETS, BEGINNING OF PERIOD...................................         5,353,612           --     4,272,778    2,240,687
                                                                         -----------   ----------   -----------  -----------
NET ASSETS, END OF PERIOD.........................................       $15,807,570   $5,353,612   $24,223,407  $ 4,272,778
                                                                         ===========   ==========   ===========  ===========

<CAPTION>
                                                                                         EQUITY OPTIONS (CONTINUED)
                                                                         ---------------------------------------------------------
                                                                                T. ROWE PRICE
                                                                                INTERNATIONAL                   ALLIANCE
                                                                                    STOCK                   AGGRESSIVE STOCK
                                                                          -------------------------   ----------------------------
                                                                             1999          1998          1999            1998
                                                                          ----------    -----------   ------------    ------------
<S>                                                                       <C>           <C>           <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss)...................................        $  (255,999)  $    27,593   $ (1,430,335)   $   (951,147)
   Net realized gain (loss).......................................          2,612,042        74,184      7,264,265       5,719,000
   Change in unrealized appreciation (depreciation)
      of investments..............................................          8,166,038     2,072,942     18,230,620      (6,727,068)
                                                                          -----------   -----------   ------------    ------------
   Net increase (decrease) in net assets from
      operations..................................................         10,522,081     2,174,719     24,064,550      (1,959,215)
                                                                          -----------   -----------   ------------    ------------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions...............................................          6,277,183    13,036,180     19,529,016      45,526,795
      Transfers from other Funds and Guaranteed
        Interest Rate Account (Note 1)............................         26,321,124    10,402,147     15,557,456      12,684,235
                                                                          -----------   -----------   ------------    ------------
      Total.......................................................         32,598,307    23,438,327     35,086,472      58,211,030
                                                                          -----------   -----------   ------------    ------------
   Withdrawal and Transfers:
       Benefits and other policy transactions.....................          1,145,140       754,896      8,223,001       5,047,753
      Withdrawal and administrative charges.......................             99,776        64,687        507,169         540,786
      Transfers to other Funds and Guaranteed Interest
        Rate Account (Note 1).....................................         23,678,541     7,759,247     33,255,925      20,928,020
                                                                          -----------   -----------   ------------    ------------
      Total.......................................................         24,923,457     8,578,830     41,986,095      26,516,559
                                                                          -----------   -----------   ------------    ------------
   Net increase in net assets from Contractowners
      transactions................................................          7,674,850    14,859,497     (6,899,623)     31,694,471
                                                                          -----------   -----------   ------------    ------------
NET INCREASE (DECREASE) IN AMOUNT RETAINED BY EQUITABLE LIFE
   IN SEPARATE ACCOUNT NO. 45 (NOTE 5)............................              6,268        (5,562)         3,081        (410,085)
                                                                          -----------   -----------   ------------    ------------
INCREASE IN NET ASSETS............................................         18,203,199    17,028,654     17,168,008      29,325,171
NET ASSETS, BEGINNING OF PERIOD...................................         29,654,896    12,626,242    147,609,313     118,284,142
                                                                          -----------   -----------   ------------    ------------
NET ASSETS, END OF PERIOD.........................................        $47,858,095   $29,654,896   $164,777,321    $147,609,313
                                                                          ============  ===========   ============    ============
</TABLE>
----------------------
See Notes to Financial Statements.



                                     FS-15





<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 OPTIONS (CONCLUDED)
                                                    --------------------------------------------------------------------------
                                                               ALLIANCE                       BT SMALL                EQ/
                                                           SMALL CAP GROWTH                 COMPANY INDEX         EVERGREEN(A)
                                                    ---------------------------     --------------------------    ------------

                                                        1999            1998           1999           1998              1999
                                                    -----------     -----------     ----------      ----------      ----------
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
<S>                                                 <C>             <C>             <C>             <C>             <C>
   Net investment income (loss)...................  $  (453,172)    $  (335,489)    $   (10,187)    $   13,688      $   (8,791)
   Net realized gain (loss).......................     (902,390)       (513,118)        576,008         15,103          16,568
   Change in unrealized appreciation
      (depreciation) of investments...............   11,090,984      (1,477,423)      1,366,800         19,385          80,478
                                                    -----------     -----------     -----------     ----------      ----------
   Net increase (decrease) in net assets from
      operations..................................    9,735,422      (2,326,030)      1,932,621         48,176          88,255
                                                    -----------     -----------     -----------     ----------      ----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions...............................    5,813,824      22,333,800       3,687,313      4,131,338       1,326,855
      Transfers from other Funds and Guaranteed
        Interest Rate Account (Note 1)............    8,233,798      10,827,569       3,792,341      1,311,488         861,365
                                                    -----------     -----------     -----------     ----------      ----------
      Total.......................................   14,047,622      33,161,369       7,479,654      5,442,826       2,188,220
                                                    -----------     -----------     -----------     ----------      ----------
   Withdrawal and Transfers:
      Benefits and other policy transactions......    1,831,188       1,022,179         234,150         21,074          59,820
      Withdrawal and administrative charges.......      119,635          78,365          17,364          1,781           1,217
      Transfers to other Funds and Guaranteed
        Interest Rate Account (Note 1)............   13,571,490       5,823,960       1,460,732        375,472         149,394
                                                    -----------     -----------     -----------     ----------      ----------
      Total.......................................   15,522,313       6,924,504       1,712,246        398,327         210,431
                                                    -----------     -----------     -----------     ----------      ----------
   Net increase in net assets from
      Contractowners
      transactions................................   (1,474,691)     26,236,865       5,767,408      5,044,499       1,977,789
                                                    -----------     -----------     -----------     ----------      ----------
NET INCREASE (DECREASE) IN AMOUNT RETAINED BY
   EQUITABLE LIFE IN SEPARATE ACCOUNT
   NO. 45 (NOTE 5)................................      (45,129)        103,607           2,053          5,441              75
                                                    -----------     -----------     -----------     ----------      ----------
INCREASE IN NET ASSETS............................    8,215,602      24,014,442       7,702,082      5,098,116       2,066,119
NET ASSETS, BEGINNING OF PERIOD...................   40,296,707      16,282,265       5,098,116             --              --
                                                    -----------     -----------     -----------     ----------      ----------
NET ASSETS, END OF PERIOD.........................  $48,512,309     $40,296,707     $12,800,198     $5,098,116      $2,066,119
                                                    ===========     ===========     ===========     ==========      ==========

<CAPTION>

                                                                    EQUITY OPTIONS (CONCLUDED)
                                                    ---------------------------------------------------------

                                                    ---------------------------------------------------------
                                                           MFS EMERGING              WARBURG PINCUS SMALL
                                                         GROWTH COMPANIES               COMPANY VALUE
                                                    ----------------------------  ---------------------------

                                                        1999           1998           1999          1998
                                                    ------------   -----------    -----------   -----------
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:

<S>                                                 <C>            <C>            <C>           <C>
   Net investment income (loss)...................  $ (1,730,029)  $  (372,251)   $  (333,875)  $  (183,087)
   Net realized gain (loss).......................     5,893,346       163,114     (2,056,657)     (395,526)
   Change in unrealized appreciation
      (depreciation)
      of investments..............................    97,028,809    12,077,451      2,269,112    (3,926,557)
                                                    ------------   -----------    -----------   -----------
   Net increase (decrease) in net assets from
      operations..................................   101,192,126    11,868,314       (121,420)   (4,505,170)
                                                    ------------   -----------    -----------   -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions...............................    60,968,717    40,723,333      4,493,661    17,316,209
      Transfers from other Funds and Guaranteed
        Interest Rate Account (Note 1)............    59,550,020    16,938,315      5,149,462    10,231,935
                                                    ------------   -----------    -----------   -----------
      Total.......................................   120,518,737    57,661,648      9,643,123    27,548,144
                                                    ------------   -----------    -----------   -----------
   Withdrawal and Transfers:
      Benefits and other policy transactions......     5,618,196     1,543,076      1,712,808     1,086,279
      Withdrawal and administrative charges.......       302,038        76,137        111,752       103,922
      Transfers to other Funds and Guaranteed
        Interest Rate Account (Note 1)............    15,109,782     6,249,256     10,615,977     9,358,044
                                                    ------------   -----------    -----------   -----------
      Total.......................................    21,030,016     7,868,469     12,440,537    10,548,245
                                                    ------------   -----------    -----------   -----------
   Net increase in net assets from
      Contractowners transactions.................    99,488,721    49,793,179     (2,797,414)   16,999,899
                                                    ------------   -----------    -----------   -----------
NET INCREASE (DECREASE) IN AMOUNT RETAINED BY
   EQUITABLE LIFE IN SEPARATE ACCOUNT
   NO. 45 (NOTE 5)................................         6,819       (16,352)          (634)      (10,484)
                                                    ------------   -----------    -----------   -----------
INCREASE IN NET ASSETS............................   200,687,666    61,645,141     (2,919,468)   12,484,245
NET ASSETS, BEGINNING OF PERIOD...................    73,588,729    11,943,588     37,275,603    24,791,358
                                                    ------------   -----------    -----------   -----------
NET ASSETS, END OF PERIOD.........................  $274,276,395   $73,588,729    $34,356,135   $37,275,603
                                                    ============   ===========    ===========   ===========
</TABLE>

----------------------
See Notes to Financial Statements.
(a)  Commenced operations on January 1, 1999.




                                     FS-16

<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 ALLOCATIONS OPTIONS:
                                                       -----------------------------------------------------------------------------
                                                                ALLIANCE                       ALLIANCE                   EQ/
                                                              CONSERVATIVE                      GROWTH                 EVERGREEN
                                                                INVESTORS                     INVESTORS             FOUNDATION (A)
                                                       ----------------------------   ----------------------------  --------------
                                                          1999             1998          1999            1998             1999
                                                       -----------      -----------   ------------    ------------  --------------
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
<S>                                                    <C>              <C>           <C>             <C>              <C>
   Net investment income (loss)....................    $ 2,231,291      $   985,456   $    912,085    $    822,873     $   10,843
   Net realized gain (loss)........................      4,682,734        3,140,287     21,370,195      10,536,120          9,087
   Change in unrealized appreciation
      (depreciation)
      of investments...............................       (164,899)          75,336     18,909,525       4,546,177        100,874
                                                       -----------      -----------   ------------    ------------     ----------
   Net increase (decrease) in net assets from
      operations...................................      6,749,126        4,201,079     41,191,805      15,905,170        120,804
                                                       -----------      -----------   ------------    ------------     ----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions................................     30,460,424       21,651,343     49,775,578      44,347,044      1,451,279
      Transfers from other Funds and Guaranteed
        Interest Rate Account (Note 1).............     29,181,498       13,282,997     38,908,037      13,494,160        716,344
                                                       -----------      -----------   ------------    ------------     ----------
      Total........................................     59,641,922       34,934,340     88,683,615      57,841,204      2,167,623
                                                       -----------      -----------   ------------    ------------     ----------
   Withdrawal and Transfers:
       Benefits and other policy transactions......      5,489,565        1,883,884      8,044,090       3,711,360         22,369
      Withdrawal and administrative charges........        182,614          117,513        463,495         325,958            971
      Transfers to other Funds and Guaranteed
        Interest
        Rate Account (Note 1)......................     13,311,123        7,120,635     12,487,653       9,119,743         49,247
                                                       -----------      -----------   ------------    ------------     ----------
      Total........................................     18,983,302        9,122,032     20,995,238      13,157,061         72,587
                                                       -----------      -----------   ------------    ------------     ----------
   Net increase in net assets from Contractowners
      transactions.................................     40,658,620       25,812,308     67,688,377      44,684,143      2,095,036
                                                       -----------      -----------   ------------    ------------     ----------
NET INCREASE (DECREASE) IN AMOUNT RETAINED BY
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45
   (NOTE 5)........................................        142,463          (27,732)       (76,642)       (379,661)         1,387
                                                       -----------      -----------   ------------    ------------     ----------
INCREASE IN NET ASSETS.............................     47,550,209       29,985,655    108,803,540      60,209,652      2,217,227
NET ASSETS, BEGINNING OF PERIOD....................     51,456,967       21,471,312    126,559,004      66,349,352             --
                                                       -----------      -----------   ------------    ------------     ----------
NET ASSETS, END OF PERIOD..........................    $99,007,176      $51,456,967   $235,362,544    $126,559,004     $2,217,227
                                                       ===========      ===========   ============    ============     ==========

<CAPTION>
                                                                        ASSET ALLOCATIONS OPTIONS:
                                                       -----------------------------------------------------

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

                                                             MERRILL LYNCH                 EQ/PUTNAM
                                                            WORLD STRATEGY                  BALANCED
                                                       ------------------------  ---------------------------
                                                           1999          1998       1999             1998
                                                       ------------- ----------  -----------     -----------
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
<S>                                                    <C>           <C>         <C>             <C>
   Net investment income (loss)....................    $  (17,029)   $   10,810  $   (243,796)   $   398,729
   Net realized gain (loss)........................       432,333       (38,321)    3,157,317        225,623
   Change in unrealized appreciation
      (depreciation)
      of investments...............................       848,790       211,040    (3,932,300)     1,243,684
                                                       ----------    ----------  ------------    -----------
   Net increase (decrease) in net assets from
      operations...................................     1,264,094       183,529    (1,018,779)     1,868,036
                                                       ----------    ----------  ------------    -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions................................     1,091,275     2,756,653    15,132,544     20,768,914
      Transfers from other Funds and Guaranteed
        Interest Rate Account (Note 1).............     6,468,362     1,208,993    12,995,138      9,211,559
                                                       ----------    ----------  ------------    -----------
      Total........................................     7,559,637     3,965,646    28,127,682     29,980,473
                                                       ----------    ----------  ------------    -----------
   Withdrawal and Transfers:
       Benefits and other policy transactions......       398,084       125,335     2,455,465        567,437
      Withdrawal and administrative charges........        20,237        13,717       113,390         42,998
      Transfers to other Funds and Guaranteed
        Interest
        Rate Account (Note 1)......................     6,119,930       463,447     6,928,665      2,636,967
                                                       ----------    ----------  ------------    -----------
      Total........................................     6,538,251       602,499     9,497,520      3,247,402
                                                       ----------    ----------  ------------    -----------
   Net increase in net assets from Contractowners
      transactions.................................     1,021,386     3,363,147    18,630,162     26,733,071
                                                       ----------    ----------  ------------    -----------
NET INCREASE (DECREASE) IN AMOUNT RETAINED BY
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 45
   (NOTE 5)........................................         1,289       (14,091)        6,764         (1,665)
                                                       ----------    ----------  ------------    -----------
INCREASE IN NET ASSETS.............................     2,286,769     3,532,585    17,618,147     28,599,442
NET ASSETS, BEGINNING OF PERIOD....................     5,947,148     2,414,563    34,637,075      6,037,633
                                                       ----------    ----------  ------------    -----------
NET ASSETS, END OF PERIOD..........................    $8,233,917    $5,947,148   $52,255,222    $34,637,075
                                                       ==========    ==========  ============    ===========
</TABLE>
----------------------
See Notes to Financial Statements.
(a) Commenced operations on January 1, 1999.



                                     FS-17

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999

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). EQ Advisors Trust ("EQAT" or "Trust") commenced
      operations on May 1, 1997. EQAT is an open-ended, diversified management
      investment company that sells shares of a Portfolio ("Portfolio") of a
      mutual fund to separate accounts of insurance companies. Each Portfolio
      has separate investment objectives.

      For periods prior to October 18, 1999, the Alliance Portfolios (other than
      EQ/Alliance Premier Growth) were part of The Hudson River Trust ("HRT").
      On October 18, 1999, a Substitution of new Portfolios of EQAT for the
      Portfolios of HRT was performed. At that time, assets of each of the HRT
      Portfolios were transferred to the corresponding new Portfolios of EQAT.
      Class IA shares and Class IB shares of the HRT became Class IA shares and
      Class IB shares of EQAT.

      Prior to the Substitution, Alliance Capital Management L.P., an indirect
      majority-owned subsidiary of Equitable Life, managed HRT and was
      investment adviser for all HRT Portfolios. Subsequent to the substitution
      Alliance continues as investment adviser for the Alliance Portfolios
      (including EQ/Alliance Premier Growth).

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

      Effective September, 1999 AXA Advisors was sold by Equitable Life to an
      affiliated company. AXA Advisors, LLC earns fees from EQAT under
      distribution agreements held with the Trust. Equitable Life also earns
      fees under an investment management agreement with EQAT. Alliance earns
      fees under an investment advisory agreement with Equitable Life.

      The Account consists of 31 variable investment options:

<TABLE>
<CAPTION>
FIXED INCOME OPTIONS:                                                EQUITY OPTIONS: (CONTINUED)
<S>                                                           <C>
  o  Alliance Intermediate Government Securities               o  Alliance International

  o  Alliance Money Market                                     o  BT International Equity Index

  o  Alliance High Yield                                       o  Morgan Stanley Emerging Markets Equity

EQUITY OPTIONS:                                                o  T. Rowe Price International Stock

  o  Alliance Common Stock                                     o  Alliance Aggressive Stock

  o  Alliance Growth & Income                                  o  Alliance Small Cap Growth

  o  EQ/Alliance Premier Growth                                o  BT Small Company Index

  o  BT Equity 500 Index                                       o  EQ/Evergreen

  o  Capital Guardian Research                                 o  MFS Emerging Growth Companies

  o  Capital Guardian U.S. Equity                              o  Warburg Pincus Small Company Value

  o  MFS Growth with Income                                    ASSET ALLOCATION OPTIONS:

  o  Alliance Equity Index                                     o  Alliance Conservative Investors

  o  MFS Research                                              o  Alliance Growth Investors

  o  Merrill Lynch Basic Value Equity                          o  EQ/Evergreen Foundation

  o  EQ/Putnam Growth & Income Value                           o  Merrill Lynch World Strategy

  o  T. Rowe Price Equity Income                               o  EQ/Putnam Balanced

  o  Alliance Global

</TABLE>

                                     FS-18

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

1.    General (Continued)

      The assets in each variable investment option are invested in Class IA and
      IB shares of a corresponding mutual fund portfolio of EQAT. Class IA and
      IB shares are offered by EQAT at net asset value. Both classes of shares
      are subject to fees for investment management and advisory services and
      other Trust expenses. Class IB shares are also 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 EQAT, on behalf of each Variable Investment
      Option, may charge annually up to 0.25% of the average daily net assets of
      a variable investment option attributable to its Class IB shares in
      respect of activities primarily intended to result in the sale of the
      Class IB shares. These fees are reflected in the net asset value of the
      shares. Class IA shares of EQAT continue to be purchased by contracts
      in-force prior to May 1, 1997.

      The Account is used to fund benefits for variable annuities issued by
      Equitable Life including the Income Manager Accumulator, Equitable
      Accumulator, Equitable Accumulator Select and Equitable Accumulator Plus
      deferred variable annuities which combine the portfolios in the Account
      with guaranteed fixed rate options. The Income Manager Accumulator and
      Equitable Accumulator Select are offered with the same variable investment
      options for use as a nonqualified annuity ("NQ") for after-tax
      contributions only, an annuity that is an investment vehicle for certain
      qualified plans ("QP"), an individual retirement annuity ("IRA") or a
      tax-sheltered annuity ("TSA"). Equitable Accumulator Plus is offered with
      the same variable investment options for use as an NQ, QP and IRA. Income
      Manager Accumulator (NQ, IRA, QP and TSA), Equitable Accumulator (NQ, IRA,
      QP and TSA), Equitable Accumulator Select (NQ, IRA, QP and TSA), Equitable
      Accumulator Plus (NQ, IRA 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.

      Contractowners may allocate amounts in their individual accounts to the
      variable investment options, and/or to the guaranteed interest account of
      Equitable Life's General Account, and/or to other Separate Accounts. The
      net assets of any variable investment option may not be less than the
      aggregate of the Contractowners' accounts allocated to that variable
      investment option. 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. Receivable/Payable for policy-related transactions
      represent amounts due to/from general account predominately related to
      premiums, surrenders and death benefits.

2.    Significant Accounting Policies

      The accompanying financial statements are prepared in conformity with
      generally accepted accounting principles in the U.S. (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 EQAT and are valued at the net asset
      values per share of the respective Portfolios. The net asset value is
      determined by EQAT using the market or fair value of the underlying assets
      of the Portfolio less liabilities.

      Investment transactions in EQAT are recorded on the trade date. Dividends
      and capital gains are declared and distributed by the Trust at the end of
      each year and are automatically reinvested on the ex-dividend date.
      Realized gains and losses include (1) gains and losses on redemptions of
      EQAT's shares (determined on the identified cost basis) and (2) Trust
      distributions representing the net realized gains on Trust investment
      transactions.

      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.



                                     FS-19


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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 the Account for the following
      charges:
<TABLE>
<CAPTION>

                                                  MORTALITY            ASSET-BASED
                                                 AND EXPENSE          ADMINISTRATION        DISTRIBUTION        AGGREGATE
                                                    RISKS                CHARGE               CHARGE              CHARGE
                                                 -----------          --------------        ------------        ---------
      <S>                                           <C>                  <C>                   <C>                 <C>
      Income Manager Accumulator                    0.90%                0.25%                  --                 1.15%
      Equitable Accumulator                         1.10%                0.25%                  --                 1.35%
      Equitable Accumulator Select                  1.10%                0.25%                 0.25%               1.60%
      Equitable Accumulator Plus                    1.10%                0.25%                 0.25%               1.60%

</TABLE>

      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.

      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.

4.    Contributions, Transfers and Charges

      Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
                                                                                                       YEARS ENDED DECEMBER 31,
                                                                                                  ----------------------------------
                                                                                                        1999               1998
                                                                                                  -----------------   --------------
                  ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES                                               (IN THOUSANDS)
                  -------------------------------------------
                  <S>          <C>                                                                     <C>                  <C>
                  Issued -     1.15% Class A Unit Value........................................          279                  666
                               1.15% Class B Unit Value........................................          232                1,096
                               1.35% Class B Unit Value(b).....................................        1,863                1,028
                               1.60% Class B Unit Value(d).....................................           93                   --

                  Redeemed -   1.15% Class A Unit Value........................................         (352)                (555)
                               1.15% Class B Unit Value........................................         (440)                (362)
                               1.35% Class B Unit Value(b).....................................         (735)                 (99)
                               1.60% Class B Unit Value(d).....................................          (34)                  --
</TABLE>
                  -----------------------
                  (a)Units were made available for sale on January 1, 1998.
                  (b)Units were made available for sale on May 1, 1998.
                  (c)Units were made available for sale on January 4, 1999.
                  (d)Units were made available for sale on May 1, 1999.




                                     FS-20
<PAGE>



THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4.  Contributions, Transfers and Charges (Continued)

    Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
                                                                                      YEARS ENDED DECEMBER 31,
                                                                                 ------------------------------------
                                                                                       1999               1998
                                                                                 -----------------   ----------------
                  ALLIANCE MONEY MARKET                                                    (IN THOUSANDS)
                  ---------------------
                  <S>          <C>                                                  <C>                   <C>
                  Issued -     1.15% Class A Unit Value.........................      4,409                3,287
                               1.15% Class B Unit Value.........................      2,437                3,025
                               1.35% Class B Unit Value(b)......................     10,819                2,402
                               1.60% Class B Unit Value(d)......................        742                   --
                               0% Unit Value....................................        718                3,672

                  Redeemed -   1.15% Class A Unit Value.........................     (4,049)              (3,376)
                               1.15% Class B Unit Value.........................     (2,082)              (2,626)
                               1.35% Class B Unit Value(b)......................     (9,485)                (836)
                               1.60% Class B Unit Value(d)......................       (193)                  --
                               0% Unit Value....................................     (2,404)              (2,819)

                  ALLIANCE HIGH YIELD
                  -------------------
                  Issued -     1.15% Class A Unit Value.........................        273                1,075
                               1.15% Class B Unit Value.........................        210                1,273
                               1.35% Class B Unit Value(b)......................      1,136                  862
                               1.60% Class B Unit Value(d)......................         36                   --

                  Redeemed -   1.15% Class A Unit Value.........................       (347)              (1,000)
                               1.15% Class B Unit Value.........................       (597)                (327)
                               1.35% Class B Unit Value(b)......................       (398)                 (61)
                               1.60% Class B Unit Value(d)......................         (1)                  --
</TABLE>
                  -----------------------
                  (a)Units were made available for sale on January 1, 1998.
                  (b)Units were made available for sale on May 1, 1998.
                  (c)Units were made available for sale on January 4, 1999.
                  (d)Units were made available for sale on May 1, 1999.



                                     FS-21


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4.  Contributions, Transfers and Charges (Continued)

    Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
                                                                                   YEARS ENDED DECEMBER 31,
                                                                                --------------------------------
                                                                                     1999             1998
                                                                                ---------------- ---------------
                  ALLIANCE COMMON STOCK                                                (IN THOUSANDS)
                  ---------------------
                  <S>          <C>                                                  <C>              <C>
                  Issued -     1.15% Class A Unit Value.........................      121              206
                               1.15% Class B Unit Value.........................      168              722
                               1.35% Class B Unit Value(b)......................    1,078              565
                               1.60% Class B Unit Value(d)......................       69               --

                  Redeemed -   1.15% Class A Unit Value.........................     (207)            (241)
                               1.15% Class B Unit Value.........................     (203)            (140)
                               1.35% Class B Unit Value(b)......................     (194)             (15)
                               1.60% Class B Unit Value(d)......................       (3)              --

                  ALLIANCE GROWTH & INCOME
                  ------------------------
                  Issued -     1.15% Class A Unit Value.........................      351              758
                               1.15% Class B Unit Value.........................      578            2,501
                               1.35% Class B Unit Value(b)......................    4,706            1,906
                               1.60% Class B Unit Value(d)......................      354               --

                  Redeemed -   1.15% Class A Unit Value.........................     (514)            (710)
                               1.15% Class B Unit Value.........................     (566)            (485)
                               1.35% Class B Unit Value(b)......................     (603)             (53)
                               1.60% Class B Unit Value(d)......................      (12)              --

                  EQ/ALLIANCE PREMIER GROWTH
                  ---------------------------
                  Issued -     1.15% Class B Unit Value(d)......................    2,008               --
                               1.35% Class B Unit Value(d)......................    6,724               --
                               1.60% Class B Unit Value(d)......................    1,131               --
</TABLE>
            -----------------------
            (a)Units were made available for sale on January 1, 1998.
            (b)Units were made available for sale on May 1, 1998.
            (c)Units were made available for sale on January 4, 1999.
            (d)Units were made available for sale on May 1, 1999.



                                     FS-22


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4.  Contributions, Transfers and Charges (Continued)

    Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
                                                                                    YEARS ENDED DECEMBER 31,
                                                                                ---------------------------------
                                                                                      1999             1998
                                                                                ----------------- ---------------
                  EQ/ALLIANCE PREMIER GROWTH (CONT'D)                                   (IN THOUSANDS)
                  ----------------------------------
                  <S>          <C>                                                  <C>                 <C>
                  Redeemed -   1.15% Class B Unit Value(d)......................      (216)                --
                               1.35% Class B Unit Value(d)......................      (420)                --
                               1.60% Class B Unit Value(d)......................       (19)                --

                  BT EQUITY 500 INDEX
                  -------------------
                  Issued -     1.15% Class B Unit Value(b)......................     2,781              3,252
                               1.35% Class B Unit Value(b)......................     7,626              2,503
                               1.60% Class B Unit Value(d)......................       395                 --

                  Redeemed -   1.15% Class B Unit Value(b)......................    (1,961)            (1,063)
                               1.35% Class B Unit Value(b)......................    (1,344)               (77)
                               1.60% Class B Unit Value(d)......................       (10)                --

                  CAPITAL GUARDIAN RESEARCH
                  -------------------------
                  Issued -     1.15% Class B Unit Value(d)......................        20                 --
                               1.35% Class B Unit Value(d)......................        75                 --
                               1.60% Class B Unit Value(d)......................        13                 --

                  Redeemed -   1.15% Class B Unit Value(d)......................        --                 --
                               1.35% Class B Unit Value(d)......................        (3)                --
                               1.60% Class B Unit Value(d)......................        --                 --

                  CAPITAL GUARDIAN U.S. EQUITY
                  ----------------------------
                  Issued -     1.15% Class B Unit Value(d)......................        13                 --
                               1.35% Class B Unit Value(d)......................       130                 --
                               1.60% Class B Unit Value(d)......................        33                 --
</TABLE>
            -----------------------
            (a)Units were made available for sale on January 1, 1998.
            (b)Units were made available for sale on May 1, 1998.
            (c)Units were made available for sale on January 4, 1999.
            (d)Units were made available for sale on May 1, 1999.



                                     FS-23


<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4.  Contributions, Transfers and Charges (Continued)

    Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
                                                                                   YEARS ENDED DECEMBER 31,
                                                                                --------------------------------
                                                                                     1999             1998
                                                                                ---------------- ---------------
                  CAPITAL GUARDIAN U.S. EQUITY (CONT'D)                                 (IN THOUSANDS)
                  ------------------------------------
                  <S>          <C>                                                    <C>                 <C>
                  Redeemed -   1.15% Class B Unit Value(d)......................       (5)                --
                               1.35% Class B Unit Value(d)......................       (4)                --
                               1.60% Class B Unit Value(d)......................       (2)                --

                  MFS GROWTH WITH INCOME
                  ----------------------
                  Issued -     1.15% Class B Unit Value(c)......................      102                 --
                               1.35% Class B Unit Value(c)......................      592                 --
                               1.60% Class B Unit Value(d)......................      111                 --

                  Redeemed -   1.15% Class B Unit Value(c)......................      (29)                --
                               1.35% Class B Unit Value(c)......................      (42)                --
                               1.60% Class B Unit Value(d)......................       (8)                --

                  ALLIANCE EQUITY INDEX
                  ---------------------
                  Issued -     1.15% Class A Unit Value.........................       --                 --
                               1.35% Class B Unit Value.........................        5                  9
                               1.60% Class B Unit Value(d)......................       41                  2

                  Redeemed -   1.15% Class A Unit Value.........................       --                 --
                               1.35% Class B Unit Value.........................       (8)                --
                               1.60% Class B Unit Value(d)......................      (27)                --
</TABLE>
            -----------------------
            (a)Units were made available for sale on January 1, 1998.
            (b)Units were made available for sale on May 1, 1998.
            (c)Units were made available for sale on January 4, 1999.
            (d)Units were made available for sale on May 1, 1999.



                                     FS-24

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4.  Contributions, Transfers and Charges (Continued)

    Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
                                                                                      YEARS ENDED DECEMBER 31,
                                                                                ----------------------------------
                                                                                      1999             1998
                                                                                ----------------- ----------------
                  MFS RESEARCH                                                            (IN THOUSANDS)
                  ------------
                  <S>          <C>                                                   <C>              <C>
                  Issued -     1.15% Class B Unit Value.........................       418            1,583
                               1.35% Class B Unit Value(b)......................     2,163            1,514
                               1.60% Class B Unit Value(d)......................        76               --

                  Redeemed -   1.15% Class B Unit Value.........................      (458)            (339)
                               1.35% Class B Unit Value(b)......................      (491)             (34)
                               1.60% Class B Unit Value(d)......................        (5)              --

                  MERRILL LYNCH BASIC VALUE EQUITY
                  --------------------------------
                  Issued -     1.15% Class B Unit Value.........................       433            1,544
                               1.35% Class B Unit Value(b)......................     1,879            1,166
                               1.60% Class B Unit Value(d)......................       166               --

                  Redeemed -   1.15% Class B Unit Value.........................      (398)            (266)
                               1.35% Class B Unit Value(b)......................      (321)            (157)
                               1.60% Class B Unit Value(d)......................        (3)              --

                  EQ/PUTNAM GROWTH & INCOME VALUE
                  -------------------------------
                  Issued -     1.15% Class B Unit Value.........................       386            1,471
                               1.35% Class B Unit Value(b)......................     1,437            1,002
                               1.60% Class B Unit Value(d)......................        14               --

                  Redeemed -   1.15% Class B Unit Value.........................      (535)            (354)
                               1.35% Class B Unit Value(b)......................      (247)            (135)
                               1.60% Class B Unit Value(d)......................        (2)              --

</TABLE>
            -----------------------
            (a)Units were made available for sale on January 1, 1998.
            (b)Units were made available for sale on May 1, 1998.
            (c)Units were made available for sale on January 4, 1999.
            (d)Units were made available for sale on May 1, 1999.



                                     FS-25

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4.  Contributions, Transfers and Charges (Continued)

    Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>

                                                                                      YEARS ENDE  D DECEMBER 31,
                                                                                  ----------------------------------
                                                                                        1999             1998
                                                                                  ----------------- ----------------
                  T. ROWE PRICE EQUITY INCOME                                             (IN THOUSANDS)
                  ---------------------------
                  <S>          <C>                                                     <C>                <C>
                  Issued -     1.15% Class B Unit Value.........................         361              1,910
                               1.35% Class B Unit Value(b)......................       1,357              1,101
                               1.60% Class B Unit Value(d)......................         131                 --

                  Redeemed -   1.15% Class B Unit Value.........................        (588)              (373)
                               1.35% Class B Unit Value(b)......................        (325)               (42)
                               1.60% Class B Unit Value(d)......................         (14)                --

                  ALLIANCE GLOBAL INCOME
                  ----------------------
                  Issued -     1.15% Class A Unit Value.........................         109                150
                               1.15% Class B Unit Value.........................         192                430
                               1.35% Class B Unit Value(b)......................       2,875                361
                               1.60% Class B Unit Value(d)......................         101                 --

                  Redeemed -   1.15% Class A Unit Value.........................        (182)              (253)
                               1.15% Class B Unit Value.........................        (138)               (70)
                               1.35% Class B Unit Value(b)......................      (1,868)                (7)
                               1.60% Class B Unit Value(d)......................          (4)                --

                  ALLIANCE INTERNATIONAL
                  ----------------------
                  Issued -     1.15% Class A Unit Value.........................       5,191              3,496
                               1.15% Class B Unit Value.........................         519                489
                               1.35% Class B Unit Value(b)......................       2,751                223
                               1.60% Class B Unit Value(d)......................          43                 --
</TABLE>

            -----------------------
            (a)Units were made available for sale on January 1, 1998.
            (b)Units were made available for sale on May 1, 1998.
            (c)Units were made available for sale on January 4, 1999.
            (d)Units were made available for sale on May 1, 1999.



                                     FS-26

<PAGE>

HE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4.  Contributions, Transfers and Charges (Continued)

    Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>

                                                                                     YEARS ENDED DECEMBER 31,
                                                                                 ----------------------------------
                                                                                       1999             1998
                                                                                 ----------------- ----------------
                  ALLIANCE INTERNATIONAL (CONT'D)                                           (IN THOUSANDS)
                  ------------------------------
                  <S>          <C>                                                   <C>                <C>
                  Redeemed -   1.15% Class A Unit Value.........................     (5,337)            (3,646)
                               1.15% Class B Unit Value.........................       (543)              (336)
                               1.35% Class B Unit Value(b)......................     (2,326)               (57)
                               1.60% Class B Unit Value(d)......................         (5)                --

                  BT INTERNATIONAL EQUITY INDEX
                  -----------------------------
                  Issued -     1.15% Class B Unit Value.........................        142                280
                               1.35% Class B Unit Value(b)......................        673                245
                               1.60% Class B Unit Value(d)......................         63                 --

                  Redeemed -   1.15% Class B Unit Value.........................       (129)               (71)
                               1.35% Class B Unit Value(b)......................       (111)                (3)
                               1.60% Class B Unit Value(d)......................        (30)                --

                  MORGAN STANLEY EMERGING MARKETS EQUITY
                  --------------------------------------
                  Issued -     1.15% Class B Unit Value.........................        818                439
                               1.35% Class B Unit Value(b)......................      2,038                179
                               1.60% Class B Unit Value(d)......................        133                 --

                  Redeemed -   1.15% Class B Unit Value.........................       (590)              (154)
                               1.35% Class B Unit Value(b)......................       (948)                (2)
                               1.60% Class B Unit Value(d)......................         (7)                --

</TABLE>
            -----------------------
            (a)Units were made available for sale on January 1, 1998.
            (b)Units were made available for sale on May 1, 1998.
            (c)Units were made available for sale on January 4, 1999.
            (d)Units were made available for sale on May 1, 1999.



                                     FS-27

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4.  Contributions, Transfers and Charges (Continued)

    Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
                                                                                    YEARS ENDED DECEMBER 31,
                                                                                ----------------------------------
                                                                                      1999             1998
                                                                                ----------------- ----------------
                  T. ROWE PRICE INTERNATIONAL STOCK                                        (IN THOUSANDS)
                  ---------------------------------
                  <S>          <C>                                                  <C>                 <C>
                  Issued -     1.15% Class B Unit Value.........................       353              1,552
                               1.35% Class B Unit Value(b)......................     2,580                741
                               1.60% Class B Unit Value(d)......................        37                 --

                  Redeemed -   1.15% Class B Unit Value.........................      (525)              (848)
                               1.35% Class B Unit Value(b)......................    (1,797)               (36)
                               1.60% Class B Unit Value(d)......................        --                 --

                  ALLIANCE AGGRESSIVE STOCK
                  -------------------------
                  Issued -     1.15% Class A Unit Value.........................        60                119
                               1.15% Class B Unit Value.........................        78                426
                               1.35% Class B Unit Value(b)......................       383                307
                               1.60% Class B Unit Value(d)......................        16                 --

                  Redeemed -   1.15% Class A Unit Value.........................      (307)              (279)
                               1.15% Class B Unit Value.........................      (197)              (115)
                               1.35% Class B Unit Value(b)......................      (123)               (15)
                               1.60% Class B Unit Value(d)......................        --                 --

                  ALLIANCE SMALL CAP GROWTH
                  -------------------------
                  Issued -     1.15% Class A Unit Value.........................       152                306
                               1.15% Class B Unit Value.........................       365              1,658
                               1.35% Class B Unit Value(b)......................       771                814
                               1.60% Class B Unit Value(d)......................        30                 --
</TABLE>

            -----------------------
            (a)Units were made available for sale on January 1, 1998.
            (b)Units were made available for sale on May 1, 1998.
            (c)Units were made available for sale on January 4, 1999.
            (d)Units were made available for sale on May 1, 1999.



                                     FS-28


<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4.  Contributions, Transfers and Charges (Continued)

    Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
                                                                                       YEARS ENDED DECEMBER 31,
                                                                                  -----------------------------------
                                                                                        1999              1998
                                                                                  ----------------- -----------------
                  ALLIANCE SMALL CAP GROWTH (CONT'D)                                       (IN THOUSANDS)
                  ---------------------------------
                  <S>            <C>                                                    <C>                 <C>
                  Redeemed -     1.15% Class A Unit Value.......................        (274)               (200)
                                 1.15% Class B Unit Value.......................        (909)               (436)
                                 1.35% Class B Unit Value(b)....................        (282)                (39)
                                 1.60% Class B Unit Value(d)....................          --                  --

                  BT SMALL COMPANY INDEX
                  ----------------------
                  Issued -       1.15% Class B Unit Value.......................         171                 283
                                 1.35% Class B Unit Value(b)....................         585                 287
                                 1.60% Class B Unit Value(d)....................          25                  --

                  Redeemed -     1.15% Class B Unit Value.......................         (81)                (39)
                                 1.35% Class B Unit Value(b)....................        (113)                 (3)
                                 1.60% Class B Unit Value(d)....................          (2)                 --

                  EQ/EVERGREEN
                  ------------
                  Issued -       1.15% Class B Unit Value(c)....................          49                  --
                                 1.35% Class B Unit Value(c)....................         160                  --
                                 1.60% Class B Unit Value(d)....................           8                  --

                  Redeemed -     1.15% Class B Unit Value(c)....................          (5)                 --
                                 1.35% Class B Unit Value(c)....................         (21)                 --
                                 1.60% Class B Unit Value(d)....................          --                  --
</TABLE>
            -----------------------
            (a)Units were made available for sale on January 1, 1998.
            (b)Units were made available for sale on May 1, 1998.
            (c)Units were made available for sale on January 4, 1999.
            (d)Units were made available for sale on May 1, 1999.



                                     FS-29
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4.  Contributions, Transfers and Charges (Continued)

    Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
                                                                                     YEARS ENDED DECEMBER 31,
                                                                                -----------------------------------
                                                                                      1999              1998
                                                                                ----------------- -----------------
                  MFS EMERGING GROWTH COMPANIES                                              (IN THOUSANDS)
                  ----------------------------
                  <S>            <C>                                                 <C>                 <C>
                  Issued -       1.15% Class B Unit Value.......................     1,445               2,234
                                 1.35% Class B Unit Value(b)....................     4,780               1,988
                                 1.60% Class B Unit Value(d)....................       390                  --

                  Redeemed -     1.15% Class B Unit Value.......................      (634)               (597)
                                 1.35% Class B Unit Value(b)....................      (608)                (46)
                                 1.60% Class B Unit Value(d)....................        (7)                 --

                  WARBURG PINCUS SMALL COMPANY
                  ----------------------------
                  Issued -       1.15% Class B Unit Value.......................       333               1,845
                                 1.35% Class B Unit Value(b)....................       712                 592
                                 1.60% Class B Unit Value(d)....................        18                  --

                  Redeemed -     1.15% Class B Unit Value.......................    (1,058)               (957)
                                 1.35% Class B Unit Value(b)....................      (300)                (32)
                                 1.60% Class B Unit Value(d)....................        --                  --

                  ALLIANCE CONSERVATIVE INVESTORS
                  -------------------------------
                  Issued -       1.15% Class A Unit Value.......................       272                 361
                                 1.15% Class B Unit Value.......................       248                 714
                                 1.35% Class B Unit Value(b)....................     2,068                 682
                                 1.60% Class B Unit Value(d)....................       222                  --

                  Redeemed -     1.15% Class A Unit Value.......................      (308)               (309)
                                 1.15% Class B Unit Value.......................      (225)               (149)
                                 1.35% Class B Unit Value(b)....................      (384)                (23)
                                 1.60% Class B Unit Value(d)....................        (6)                 --
</TABLE>
            -----------------------
            (a)Units were made available for sale on January 1, 1998.
            (b)Units were made available for sale on May 1, 1998.
            (c)Units were made available for sale on January 4, 1999.
            (d)Units were made available for sale on May 1, 1999.



                                     FS-30

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4.    Contributions, Transfers and Charges (Continued)

      Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
                                                                                      YEARS ENDED DECEMBER 31,
                                                                                 -----------------------------------
                                                                                       1999              1998
                                                                                 ----------------- -----------------
                  ALLIANCE GROWTH INVESTORS                                                (IN THOUSANDS)
                  -------------------------
                  <S>          <C>                                                   <C>                 <C>
                  Issued -     1.15% Class A Unit Value.........................       116                162
                               1.15% Class B Unit Value.........................       258                964
                               1.35% Class B Unit Value(b)......................     1,865                715
                               1.60% Class B Unit Value(d)......................       153                 --

                  Redeemed -   1.15% Class A Unit Value.........................      (206)              (243)
                               1.15% Class B Unit Value.........................      (190)              (186)
                               1.35% Class B Unit Value(b)......................      (205)               (21)
                               1.60% Class B Unit Value(d)......................        (4)                --

                  EQ/EVERGREEN FOUNDATION
                  -----------------------
                  Issued -     1.15% Class B Unit Value(c)......................        19                 --
                               1.35% Class B Unit Value(c)......................       154                 --
                               1.60% Class B Unit Value(d)......................        46                 --

                  Redeemed -   1.15% Class B Unit Value(c)......................        (3)                --
                               1.35% Class B Unit Value(c)......................        (5)                --
                               1.60% Class B Unit Value(d)......................        (2)                --

                  MERRILL LYNCH WORLD STRATEGY
                  ----------------------------
                  Issued -     1.15% Class B Unit Value.........................        50                217
                               1.35% Class B Unit Value(b)......................       645                156
                               1.60% Class B Unit Value(d)......................        13                 --

                  Redeemed -   1.15% Class B Unit Value.........................      (112)               (49)
                               1.35% Class B Unit Value(b)......................      (512)               (16)
                               1.60% Class B Unit Value(d)......................        --                 --
</TABLE>
            -----------------------
            (a)Units were made available for sale on January 1, 1998.
            (b)Units were made available for sale on May 1, 1998.
            (c)Units were made available for sale on January 4, 1999.
            (d)Units were made available for sale on May 1, 1999.



                                     FS-31


<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4.  Contributions, Transfers and Charges (Concluded)

    Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
                                                                                      YEARS ENDED DECEMBER 31,
                                                                                 -----------------------------------
                                                                                       1999              1998
                                                                                 ----------------- -----------------
                  EQ/PUTNAM BALANCED                                                     (IN THOUSANDS)
                  -----------------
                  <S>          <C>                                                   <C>                <C>
                  Issued -     1.15% Class B Unit Value.........................       263              1,342
                               1.35% Class B Unit Value(b)......................     1,991              1,261
                               1.60% Class B Unit Value(d)......................        23                 --

                  Redeemed -   1.15% Class B Unit Value.........................      (462)              (248)
                               1.35% Class B Unit Value(b)......................      (350)              (125)
                               1.60% Class B Unit Value(d)......................        (4)                --
</TABLE>

            -----------------------
            (a)Units were made available for sale on January 1, 1998.
            (b)Units were made available for sale on May 1, 1998.
            (c)Units were made available for sale on January 4, 1999.
            (d)Units were made available for sale on May 1, 1999.



                                     FS-32

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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 administration charges and distribution 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,
    asset-based administration charges and distribution charges.

    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:

<TABLE>
<CAPTION>
                                                                                           YEARS ENDED DECEMBER 31,
                                                                            ----------------------------------------------------
                          VARIABLE INVESTMENT OPTION                                1999                 1998
                          --------------------------                        ----------------------------------------------------
    <S>                                                                        <C>                   <C>
    Alliance Intermediate Government Securities...........................        (645,073)             (293,270)
    Alliance Money Market.................................................      (1,775,382)             (908,916)
    Alliance High Yield...................................................        (570,838)             (593,703)
    Alliance Common Stock.................................................     (10,269,116)           (6,883,461)
    Alliance Growth & Income..............................................      (3,266,276)           (1,926,708)
    EQ/Alliance Premier Growth (2)........................................       2,976,093                    --
    BT Equity 500 Index...................................................      (1,529,943)             (161,967)
    Capital Guardian Research (2).........................................       6,638,708                    --
    Capital Guardian U.S. Equity (2)......................................       4,636,882                    --
    MFS Growth with Income (1)............................................         (35,065)                   --
    Alliance Equity Index.................................................         (13,379)               (2,128)
    MFS Research..........................................................        (901,077)             (329,924)
    Merrill Lynch Basic Value Equity......................................        (711,912)             (268,189)
    EQ/Putnam Growth & Income Value.......................................        (641,174)             (300,588)
    T. Rowe Price Equity Income...........................................        (791,160)             (397,541)
    Alliance Global.......................................................      (1,151,112)             (708,300)
    Alliance International................................................        (263,054)             (298,470)
    BT International Equity Index.........................................        (125,436)              (17,272)
    Morgan Stanley Emerging Markets Equity................................        (115,941)              (17,574)
    T. Rowe Price International Stock.....................................        (413,731)             (223,491)
    Alliance Aggressive Stock.............................................      (1,749,207)           (1,947,808)
    Alliance Small Cap Growth.............................................        (498,270)             (232,599)
    BT Small Company Index................................................        (106,040)              (15,197)
    EQ/Evergreen(1).......................................................         (15,489)                   --
    MFS Emerging Growth Companies.........................................      (1,688,051)             (389,504)
    Warburg Pincus Small Company Value....................................        (398,744)             (365,698)
    Alliance Conservative Investors.......................................        (799,865)             (415,465)
    Alliance Growth Investors.............................................      (2,151,627)           (1,444,473)
    EQ/Evergreen Foundation(1)............................................         (10,435)                   --
    Merrill Lynch World Strategy..........................................         (77,158)              (45,763)
    EQ/Putnam Balanced....................................................        (580,297)             (196,023)
</TABLE>
    ----------------------
    (1) Commenced operations on January 1, 1999.
    (2) Commenced operations on May 1, 1999.



                                     FS-33

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
                                                                      ------------------------------------------------
                                                                         1999         1998         1997          1996
                                                                      ------------------------------------------------
ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES
-------------------------------------------
<S>                                                                     <C>           <C>          <C>          <C>
Class A 115bp Unit value, beginning of period........................   $15.55        $14.60       $13.77       $13.42
Class A 115bp Unit value, end of period..............................   $15.40        $15.55       $14.60       $13.77
Class B 115bp Unit value, beginning of period (b)....................   $15.49        $14.58       $13.88           --
Class B 115bp Unit value, end of period (b)..........................   $15.30        $15.49       $14.58           --
Class B 135bp Unit value, beginning of period (d)....................   $15.25        $14.59           --           --
Class B 135bp Unit value, end of period (d)..........................   $15.03        $15.25           --           --
Class B 160bp Unit value, beginning of period (f)....................   $14.85           --            --           --
Class B 160bp Unit value, end of period (f)..........................   $14.70           --            --           --
Number of units outstanding, end of period (000's):
   Class A 115bp.....................................................      451           524          413          252
   Class B 115bp.....................................................      871         1,079          345           --
   Class B 135bp.....................................................    2,057           929           --           --
   Class B 160bp.....................................................       59            --           --           --

ALLIANCE MONEY MARKET
---------------------
Class A 115bp Unit value, beginning of period........................   $26.92        $25.85       $24.81       $23.83
Class A 115bp Unit value, end of period..............................   $27.94        $26.92       $25.85       $24.81
Class B 115bp Unit value, beginning of period (a)....................   $26.85        $25.85       $25.17           --
Class B 115bp Unit value, end of period (a)..........................   $27.80        $26.85       $25.85           --
Class B 135bp Unit value, beginning of period (d)....................   $25.92        $25.31           --           --
Class B 135bp Unit value, end of period (d)..........................   $26.78        $25.92           --           --
Class B 160bp Unit value, beginning of period (f)....................   $25.03            --           --           --
Class B 160bp Unit value, end of period (f)..........................   $25.55            --           --           --
Class B 0bp Unit value, beginning of period (a)......................   $32.86        $31.27       $30.25           --
Class B 0bp Unit value, end of period (a) ...........................   $34.41        $32.86       $31.27           --
Number of units outstanding, end of period (000's):
   Class A 115bp.....................................................    1,201           839          928        1,302
   Class B 115bp.....................................................    1,548         1,193          794           --
   Class B 135bp.....................................................    2,900         1,566           --           --
   Class B 160bp.....................................................      549            --           --           --
   Class B 0bp.......................................................      346         2,031        1,178           --
</TABLE>
---------------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on August 20, 1997.
(c) Units were made available for sale on January 1, 1998.
(d) Units were made available for sale on May 1, 1998.
(e) Units were made available for sale on January 4, 1999.
(f) Units were made available for sale on May 1, 1999.



                                     FS-34

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
                                                                           ------------------------------------------------------
                                                                              1999         1998         1997            1996
                                                                           ------------------------------------------------------
ALLIANCE HIGH YIELD
-------------------
<S>                                                                         <C>          <C>          <C>            <C>
Class A 115bp Unit value, beginning of period (a)....................        $28.81       $30.73       $26.95             --
Class A 115bp Unit value, end of period (a)..........................        $27.52       $28.81       $30.73             --
Class B 115bp Unit value, beginning of period (a)....................        $28.65       $30.63       $26.91             --
Class B 115bp Unit value, end of period (a)..........................        $27.30       $28.65       $30.63             --
Class B 135bp Unit value, beginning of period (d)....................        $27.96       $31.54           --             --
Class B 135bp Unit value, end of period (d)..........................        $26.59       $27.96           --             --
Class B 160bp Unit value, beginning of period (f)....................        $27.08           --           --             --
Class B 160bp Unit value, end of period (f)..........................        $25.73           --           --             --
Number of units outstanding, end of period (000's):
   Class A 115bp.....................................................            99          173           98             --
   Class B 115bp.....................................................         1,064        1,451          505             --
   Class B 135bp.....................................................         1,539          801           --             --
   Class B 160bp.....................................................            35          --            --             --

ALLIANCE COMMON STOCK
---------------------
Class A 115bp Unit value, beginning of period (a)....................       $249.88      $195.37      $152.96        $124.52
Class A 115bp Unit value, end of period (a)..........................       $309.23      $249.88      $195.37        $152.96
Class B 115bp Unit value, beginning of period (a)....................       $248.45      $194.74      $153.35             --
Class B 115bp Unit value, end of period (a)..........................       $306.70      $248.45      $194.74             --
Class B 135bp Unit value, beginning of period (d)....................       $237.18      $211.50            --            --
Class B 135bp Unit value, end of period (d)..........................       $292.20      $237.18            --            --
Class B 160bp Unit value, beginning of period (f)....................       $241.96           --           --             --
Class B 160bp Unit value, end of period (f)..........................       $275.01           --           --             --
Number of units outstanding, end of period (000's):
   Class A 115bp.....................................................            993       1,079        1,114            494
   Class B 115bp.....................................................          1,066       1,101          519             --
   Class B 135bp.....................................................          1,434         550           --             --
   Class B 160bp.....................................................             66          --           --             --

</TABLE>
----------------------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on August 20, 1997.
(c) Units were made available for sale on January 1, 1998.
(d) Units were made available for sale on May 1, 1998.
(e) Units were made available for sale on January 4, 1999.
(f) Units were made available for sale on May 1, 1999.



                                     FS-35

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999


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,
                                                                           --------------------------------------------------
                                                                              1999         1998         1997        1996
                                                                           --------------------------------------------------
ALLIANCE GROWTH & INCOME
------------------------
<S>                                                                           <C>          <C>          <C>         <C>
Class A 115bp Unit value, beginning of period........................         $21.30       $17.83       $14.23      $11.99
Class A 115bp Unit value, end of period..............................         $24.99       $21.30       $17.83      $14.23
Class B 115bp Unit value, beginning of period (a)....................         $21.22       $17.80       $14.67          --
Class B 115bp Unit value, end of period (a)..........................         $24.82       $21.22       $17.80          --
Class B 135bp Unit value, beginning of period (d)....................         $20.99       $19.99           --          --
Class B 135bp Unit value, end of period (d)..........................         $24.51       $20.99           --          --
Class B 160bp Unit value, beginning of period (e)....................         $22.87           --           --          --
Class B 160bp Unit value, end of period (e)..........................         $24.13           --           --          --
Number of units outstanding, end of period (000's):
   Class A 115bp.....................................................          3,318        3,481        3,433       1,056
   Class B 115bp.....................................................          3,857        3,845        1,829          --
   Class B 135bp.....................................................          5,956        1,853           --          --
   Class B 160bp.....................................................            342           --           --          --

EQ/ALLIANCE PREMIER GROWTH
--------------------------
Class B 115bp Unit value, beginning of period (f)....................         $10.00           --           --          --
Class B 115bp Unit value, end of period (f)..........................         $11.81           --           --          --
Class B 135bp Unit value, beginning of period (f)....................         $10.00           --           --          --
Class B 135bp Unit value, end of period (f)..........................         $11.79           --           --          --
Class B 160bp Unit value, beginning of period (f)....................         $10.00           --           --          --
Class B 160bp Unit value, end of period (f)..........................         $11.77           --           --          --
Number of units outstanding, end of period (000's):
   Class B 115bp.....................................................          1,792           --           --          --
   Class B 135bp.....................................................          6,304           --           --          --
   Class B 160bp.....................................................          1,112           --           --          --

BT EQUITY 500 INDEX
-------------------
Class B 115bp Unit value, beginning of period (d)....................         $12.37       $10.00           --          --
Class B 115bp Unit value, end of period (d)..........................         $14.71       $12.37           --          --
Class B 135bp Unit value, beginning of period (d)....................         $12.34       $11.28           --          --
Class B 135bp Unit value, end of period (d)..........................         $14.65       $12.34           --          --
Class B 160bp Unit value, beginning of period (f)....................         $13.53           --           --          --
Class B 160bp Unit value, end of period (f)..........................         $14.58           --           --          --
Number of units outstanding, end of period (000's):
   Class B 115bp.....................................................          3,009        2,189           --          --
   Class B 135bp.....................................................          8,708        2,426           --          --
   Class B 160bp.....................................................            385           --           --          --

</TABLE>
--------------------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on August 20, 1997.
(c) Units were made available for sale on January 1, 1998.
(d) Units were made available for sale on May 1, 1998.
(e) Units were made available for sale on January 4, 1999.
(f) Units were made available for sale on May 1, 1999.



                                     FS-36

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
                                                                           ------------------------------------------------
                                                                              1999         1998      1997      1996
                                                                           ------------------------------------------------
CAPITAL GUARDIAN RESEARCH
-------------------------
<S>                                                                          <C>          <C>       <C>         <C>
Class B 115bp Unit value, beginning of period (f)....................        $10.00        --        --          --
Class B 115bp Unit value, end of period (f)..........................        $10.63        --        --          --
Class B 135bp Unit value, beginning of period (f)....................        $10.00        --        --          --
Class B 135bp Unit value, end of period (f)..........................        $10.61        --        --          --
Class B 160bp Unit value, beginning of period (f)....................        $10.00        --        --          --
Class B 160bp Unit value, end of period (f)..........................        $10.60        --        --          --
Number of units outstanding, end of period (000's):                                        --        --          --
   Class B 115bp.....................................................            20        --        --          --
   Class B 135bp.....................................................            72        --        --          --
   Class B 160bp.....................................................            13        --        --          --

CAPITAL GUARDIAN U.S. EQUITY
----------------------------
Class B 115bp Unit value, beginning of period (f)....................        $10.00        --        --          --
Class B 115bp Unit value, end of period (f)..........................        $10.29        --        --          --
Class B 135bp Unit value, beginning of period (f)....................        $10.00        --        --          --
Class B 135bp Unit value, end of period (f)..........................        $10.28        --        --          --
Class B 160bp Unit value, beginning of period (f)....................        $10.00        --        --          --
Class B 160bp Unit value, end of period (f)..........................        $10.26        --        --          --
Number of units outstanding, end of period (000's):                                        --        --          --
   Class B 115bp.....................................................             8        --        --          --
   Class B 135bp.....................................................           126        --        --          --
   Class B 160bp.....................................................            31        --        --          --

MFS GROWTH WITH INCOME
----------------------
Class B 115bp Unit value, beginning of period (e)....................        $10.00        --        --          --
Class B 115bp Unit value, end of period (e)..........................        $10.75        --        --          --
Class B 135bp Unit value, beginning of period (e)....................        $10.00        --        --          --
Class B 135bp Unit value, end of period (e)..........................        $10.72        --        --          --
Class B 160bp Unit value, beginning of period (f)....................        $10.00        --        --          --
Class B 160bp Unit value, end of period (f)..........................        $10.70        --        --          --
Number of units outstanding, end of period (000's):                                        --        --          --
   Class B 115bp.....................................................            73        --        --          --
   Class B 135bp.....................................................           550        --        --          --
   Class B 160bp.....................................................           103        --        --          --
</TABLE>
----------------------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on August 20, 1997.
(c) Units were made available for sale on January 1, 1998.
(d) Units were made available for sale on May 1, 1998.
(e) Units were made available for sale on January 4, 1999.
(f) Units were made available for sale on May 1, 1999.



                                     FS-37

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
                                                                           ---------------------------------------------------
                                                                              1999         1998         1997         1996
                                                                           ---------------------------------------------------
ALLIANCE EQUITY INDEX
---------------------
<S>                                                                           <C>           <C>          <C>          <C>
Class A 115bp Unit value, beginning of period (a)....................         $27.11        $21.41       $17.62        --
Class A 115bp Unit value, end of period (a)..........................         $32.26        $27.11       $21.41        --
Class B 115bp Unit value, beginning of period (a)....................         $26.99        $21.38       $17.62        --
Class B 115bp Unit value, end of period (a)..........................         $32.04        $26.99       $21.38        --
Class B 135bp Unit value, beginning of period (d)....................         $26.73        $24.44           --        --
Class B 135bp Unit value, end of period (d)..........................         $31.67        $26.73           --        --
Number of units outstanding, end of period (000's):
   Class A 115bp.....................................................             --            --           --        --
   Class B 115bp.....................................................             11            14            5        --
   Class B 135bp.....................................................             16             2           --        --

MFS RESEARCH
------------
Class B 115bp Unit value, beginning of period (a)....................         $14.13        $11.52       $10.00        --
Class B 115bp Unit value, end of period (a)..........................         $17.19        $14.13       $11.52        --
Class B 135bp Unit value, beginning of period (d)....................         $14.08        $13.53            --       --
Class B 135bp Unit value, end of period (d)..........................         $17.10        $14.08            --       --
Class B 160bp Unit value, beginning of period (f)....................         $14.61            --           --        --
Class B 160bp Unit value, end of period (f)..........................         $16.99            --           --        --
Number of units outstanding, end of period (000's):
   Class B 115bp.....................................................          2,243         2,283        1,039        --
   Class B 135bp.....................................................          3,160         1,479           --        --
   Class B 160bp.....................................................             71            --           --        --

</TABLE>
----------------------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on August 20, 1997.
(c) Units were made available for sale on January 1, 1998.
(d) Units were made available for sale on May 1, 1998.
(e) Units were made available for sale on January 4, 1999.
(f) Units were made available for sale on May 1, 1999.



                                     FS-38


<PAGE>



THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
                                                                           --------------------------------------------------
                                                                              1999         1998         1997        1996
                                                                           --------------------------------------------------
MERRILL LYNCH BASIC VALUE EQUITY
--------------------------------
<S>     <C>                                                                  <C>          <C>           <C>           <C>
Class B 115bp Unit value, beginning of period (a)....................        $12.81       $11.61        $10.00        --
Class B 115bp Unit value, end of period (a)..........................        $15.06       $12.81        $11.61        --
Class B 135bp Unit value, beginning of period (d)....................        $12.76       $13.70            --        --
Class B 135bp Unit value, end of period (d)..........................        $14.98       $12.76            --        --
Class B 160bp Unit value, beginning of period (f)....................        $15.27           --            --        --
Class B 160bp Unit value, end of period (f)..........................        $14.88           --            --        --
Number of units outstanding, end of period (000's):
   Class B 115bp.....................................................         2,162        2,127           849        --
   Class B 135bp.....................................................         2,567        1,009            --        --
   Class B 160bp.....................................................           163           --            --        --

EQ/PUTNAM GROWTH & INCOME VALUE
-------------------------------
Class B 115bp Unit value, beginning of period (a)....................        $12.86       $11.53        $10.00        --
Class B 115bp Unit value, end of period (a)..........................        $12.54       $12.86        $11.53        --
Class B 135bp Unit value, beginning of period (d) ...................        $12.82       $12.86            --        --
Class B 135bp Unit value, end of period (d) .........................        $12.47       $12.82            --        --
Class B 160bp Unit value, beginning of period (f)....................        $14.25           --            --        --
Class B 160bp Unit value, end of period (f)..........................        $12.39           --            --        --
Number of units outstanding, end of period (000's):
   Class B 115bp.....................................................         2,198        2,347         1,230        --
   Class B 135bp.....................................................         2,057          867            --        --
   Class B 160bp.....................................................            12

T. ROWE PRICE EQUITY INCOME
---------------------------
Class B 115bp Unit value, beginning of period (a)....................        $13.07       $12.12        $10.00        --
Class B 115bp Unit value, end of period (a)..........................        $13.38       $13.07        $12.12        --
Class B 135bp Unit value, beginning of period (d)....................        $13.02       $13.19            --        --
Class B 135bp Unit value, end of period (d)..........................        $13.30       $13.02            --        --
Class B 160bp Unit value, beginning of period (f)....................        $14.49           --            --        --
Class B 160bp Unit value, end of period (f)..........................        $13.21           --            --        --
Number of units outstanding, end of period (000's):
   Class B 115bp.....................................................         2,875        3,102         1,565        --
   Class B 135bp.....................................................         2,091        1,059            --        --
   Class B 160bp.....................................................           117           --            --        --
</TABLE>
----------------------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on August 20, 1997.
(c) Units were made available for sale on January 1, 1998.
(d) Units were made available for sale on May 1, 1998.
(e) Units were made available for sale on January 4, 1999.
(f) Units were made available for sale on May 1, 1999.



                                     FS-39

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
                                                                        --------------------------------------------------
                                                                           1999         1998         1997        1996
                                                                        --------------------------------------------------
ALLIANCE GLOBAL
---------------
<S>                                                                       <C>           <C>          <C>         <C>
Class A 115bp Unit value, beginning of period........................     $33.53        $27.85       $25.25      $22.29
Class A 115bp Unit value, end of period..............................     $45.91        $33.53       $27.85      $25.25
Class B 115bp Unit value, beginning of period (a)....................     $33.34        $27.76       $24.87          --
Class B 115bp Unit value, end of period (a)..........................     $45.54        $33.34       $27.76          --
Class B 135bp Unit value, beginning of period (d)....................     $32.58        $31.57           --          --
Class B 135bp Unit value, end of period (d)..........................     $44.41        $32.58           --          --
Class B 160bp Unit value, beginning of period (f)....................     $34.60            --           --          --
Class B 160bp Unit value, end of period (f)..........................     $43.04            --           --          --
Number of units outstanding, end of period (000's):
   Class A 115bp.....................................................        898           971        1,074         609
   Class B 115bp.....................................................        722           668          308          --
   Class B 135bp.....................................................      1,361           354           --          --
   Class B 160bp.....................................................         97            --           --          --

ALLIANCE INTERNATIONAL
----------------------
Class A 115bp Unit value, beginning of period........................     $12.54        $11.48       $11.98      $11.03
Class A 115bp Unit value, end of period..............................     $17.08        $12.54       $11.48      $11.98
Class B 115bp Unit value, beginning of period (a)....................     $12.49        $11.46       $11.86          --
Class B 115bp Unit value, end of period (a)..........................     $16.97        $12.49       $11.46          --
Class B 135bp Unit value, beginning of period (d)....................     $12.40        $13.41           --          --
Class B 135bp Unit value, end of period (d)..........................     $16.81        $12.40           --          --
Class B 160bp Unit value, beginning of period (f)....................     $12.86            --           --          --
Class B 160bp Unit value, end of period (f)..........................     $16.61            --           --          --
Number of units outstanding, end of period (000's):
   Class A 115bp.....................................................        855         1,001        1,151         717
   Class B 115bp.....................................................        414           438          285          --
   Class B 135bp.....................................................        591           166           --          --
   Class B 160bp.....................................................         38            --           --          --

</TABLE>
----------------------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on August 20, 1997.
(c) Units were made available for sale on January 1, 1998.
(d) Units were made available for sale on May 1, 1998.
(e) Units were made available for sale on January 4, 1999.
(f) Units were made available for sale on May 1, 1999.



                                     FS-40


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
                                                                        ---------------------------------------------------
                                                                           1999         1998         1997         1996
                                                                        ---------------------------------------------------
BT INTERNATIONAL EQUITY INDEX
-----------------------------
<S>                                                                         <C>          <C>          <C>          <C>
Class B 115bp Unit value, beginning of period (c)....................       $11.87       $10.00           --        --
Class B 115bp Unit value, end of period (c)..........................       $14.96       $11.87           --        --
Class B 135bp Unit value, beginning of period (d)....................       $11.85       $11.50           --        --
Class B 135bp Unit value, end of period (d)..........................       $14.90       $11.85           --        --
Class B 160bp Unit value, beginning of period (f)....................       $12.39           --           --        --
Class B 160bp Unit value, end of period (f)..........................       $14.82           --           --        --
Number of units outstanding, end of period (000's):
   Class B 115bp.....................................................          222          209           --        --
   Class B 135bp.....................................................          804          242           --        --
   Class B 160bp.....................................................           33           --           --        --

MORGAN STANLEY EMERGING MARKETS EQUITY
--------------------------------------
Class B 115bp Unit value, beginning of period (b)....................        $5.73        $7.95       $10.00        --
Class B 115bp Unit value, end of period (b)..........................       $11.09        $5.73        $7.95        --
Class B 135bp Unit value, beginning of period (d)....................        $5.72        $8.23           --        --
Class B 135bp Unit value, end of period (d)..........................       $11.04        $5.72           --        --
Class B 160bp Unit value, beginning of period (f)....................        $7.11           --           --        --
Class B 160bp Unit value, end of period (f)..........................       $10.97           --           --        --
Number of units outstanding, end of period (000's):
   Class B 115bp.....................................................          795          567          282        --
   Class B 135bp.....................................................        1,267          177           --        --
   Class B 160bp.....................................................          126           --           --        --

T. ROWE PRICE INTERNATIONAL STOCK
---------------------------------
Class B 115bp Unit value, beginning of period (a)....................       $10.98        $9.77       $10.00        --
Class B 115bp Unit value, end of period (a)..........................       $14.32       $10.98        $9.77        --
Class B 135bp Unit value, beginning of period (d)....................       $10.95       $11.13           --        --
Class B 135bp Unit value, end of period (d)..........................       $14.24       $10.95           --        --
Class B 160bp Unit value, beginning of period (f)....................       $11.34           --           --        --
Class B 160bp Unit value, end of period (f)..........................       $14.15           --           --        --
Number of units outstanding, end of period (000's):
   Class B 115bp.....................................................        1,823        1,995        1,291        --
   Class B 135bp.....................................................        1,488          705           --        --
   Class B 160bp.....................................................           37           --           --        --

</TABLE>
----------------------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on August 20, 1997.
(c) Units were made available for sale on January 1, 1998.
(d) Units were made available for sale on May 1, 1998.
(e) Units were made available for sale on January 4, 1999.
(f) Units were made available for sale on May 1, 1999.



                                     FS-41


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
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,
                                                                           --------------------------------------------------
                                                                              1999         1998         1997        1996
                                                                           --------------------------------------------------
ALLIANCE AGGRESSIVE STOCK
-------------------------
<S>                                                                           <C>          <C>           <C>         <C>
Class A 115bp Unit value, beginning of period........................         $71.60       $72.23        $65.94      $54.59
Class A 115bp Unit value, end of period..............................         $84.11       $71.60        $72.23      $65.94
Class B 115bp Unit value, beginning of period (a)....................         $71.21       $72.00        $62.84          --
Class B 115bp Unit value, end of period (a)..........................         $83.44       $71.21        $72.00          --
Class B 135bp Unit value, beginning of period (d)....................         $69.37       $79.87            --          --
Class B 135bp Unit value, end of period (d)..........................         $81.12       $69.37            --          --
Class B 160bp Unit value, beginning of period (f)....................         $73.89           --            --          --
Class B 160bp Unit value, end of period (f)..........................         $78.30           --            --          --
Number of units outstanding, end of period (000's):
   Class A 115bp.....................................................            854        1,101         1,261         620
   Class B 115bp.....................................................            561          680           369          --
   Class B 135bp.....................................................            553          293            --          --
   Class B 160bp.....................................................             16           --            --          --

ALLIANCE SMALL CAP GROWTH FUND
------------------------------
Class A 115bp Unit value, beginning of period (a)....................         $11.90       $12.57        $10.00          --
Class A 115bp Unit value, end of period (a)..........................         $15.04       $11.90        $12.57          --
Class B 115bp Unit value, beginning of period (a)....................         $11.86       $12.55        $10.00          --
Class B 115bp Unit value, end of period (a)..........................         $14.96       $11.86        $12.55          --
Class B 135bp Unit value, beginning of period (d)....................         $11.82       $14.29            --          --
Class B 135bp Unit value, end of period (d)..........................         $14.88       $11.82            --          --
Class B 160bp Unit value, beginning of period (f)....................         $10.66           --            --          --
Class B 160bp Unit value, end of period (f)..........................         $14.78           --            --          --
Number of units outstanding, end of period (000's):
   Class A 115bp.....................................................            192          314           208          --
   Class B 115bp.....................................................          1,762        2,306         1,084          --
   Class B 135bp.....................................................          1,264          775            --          --
   Class B 160bp.....................................................             30           --            --          --

</TABLE>
----------------------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on August 20, 1997.
(c) Units were made available for sale on January 1, 1998.
(d) Units were made available for sale on May 1, 1998.
(e) Units were made available for sale on January 4, 1999.
(f) Units were made available for sale on May 1, 1999.



                                     FS-42


<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
                                                                        --------------------------------------------------
                                                                           1999         1998         1997         1996
                                                                        --------------------------------------------------
BT SMALL COMPANY INDEX (B)
-------------------------
<S>                                                                        <C>           <C>          <C>           <C>
Class B 115bp Unit value, beginning of period (c)....................       $9.66        $10.00          --         --
Class B 115bp Unit value, end of period (c)..........................      $11.52         $9.66          --         --
Class B 135bp Unit value, beginning of period (d)....................       $9.64        $10.97          --         --
Class B 135bp Unit value, beginning of period (d)....................      $11.48         $9.64          --         --
Class B 160bp Unit value, beginning of period (f)....................       $9.82            --          --         --
Class B 160bp Unit value, end of period (f)..........................      $11.42            --          --         --
Number of units outstanding, end of period (000's):
   Class B 115bp.....................................................         334           244          --         --
   Class B 135bp.....................................................         756           284          --         --
   Class B 160bp.....................................................          23            --          --         --

EQ/EVERGREEN
------------
Class B 115bp Unit value, beginning of period (e)....................      $10.00            --          --         --
Class B 115bp Unit value, end of period (e)..........................      $10.84            --          --         --
Class B 135bp Unit value, beginning of period (e)....................      $10.00            --          --         --
Class B 135bp Unit value, end of period (e)..........................      $10.82            --          --         --
Class B 160bp Unit value, beginning of period (f)....................      $10.00            --          --         --
Class B 160bp Unit value, end of period (f)..........................      $10.80            --          --         --
Number of units outstanding, end of period (000's):
   Class B 115bp.....................................................          44            --          --         --
   Class B 135bp.....................................................         139            --          --         --
   Class B 160bp.....................................................           8            --          --         --

MFS EMERGING GROWTH
-------------------
Class B 115bp Unit value, beginning of period (a)....................      $16.16        $12.15      $10.00         --
Class B 115bp Unit value, end of period (a)..........................      $27.74        $16.16      $12.15         --
Class B 135bp Unit value, beginning of period (d)....................      $16.10        $14.42          --         --
Class B 135bp Unit value, end of period (d)..........................      $27.59        $16.10          --         --
Class B 160bp Unit value, beginning of period (f)....................      $16.99            --          --         --
Class B 160bp Unit value, end of period (f)..........................      $27.40            --          --         --
Number of units outstanding, end of period (000's):
   Class B 115bp.....................................................       3,430         2,619         982         --
   Class B 135bp.....................................................       6,114         1,942          --         --
   Class B 160bp.....................................................         383            --          --         --

</TABLE>
----------------------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on August 20, 1997.
(c) Units were made available for sale on January 1, 1998.
(d) Units were made available for sale on May 1, 1998.
(e) Units were made available for sale on January 4, 1999.
(f) Units were made available for sale on May 1, 1999.



                                     FS-43

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
                                                                           ----------------------------------------------------
                                                                              1999         1998         1997          1996
                                                                           ----------------------------------------------------
WARBURG PINCUS SMALL COMPANY VALUE FUND
---------------------------------------
<S>                                                                          <C>           <C>           <C>        <C>
Class B 115bp Unit value, beginning of period (a)....................        $10.52        $11.82        $10.00          --
Class B 115bp Unit value, end of period (a)..........................        $10.58        $10.52        $11.82          --
Class B 135bp Unit value, beginning of period (d)....................        $10.48        $12.72            --          --
Class B 135bp Unit value, end of period (d)..........................        $10.53        $10.48            --          --
Class B 160bp Unit value, beginning of period (f)....................        $10.02            --            --          --
Class B 160bp Unit value, end of period (f)..........................        $10.45            --            --          --
Number of units outstanding, end of period (000's):
   Class B 115bp.....................................................         2,259        2,984          2,096          --
   Class B 135bp.....................................................           972          560             --          --
   Class B 160bp.....................................................            18           --             --          --

ALLIANCE CONSERVATIVE INVESTORS
-------------------------------
Class A 115bp Unit value, beginning of period........................        $21.68        $19.26        $17.21      $16.55
Class A 115bp Unit value, end of period..............................        $23.61        $21.68        $19.26      $17.21
Class B 115bp Unit value, beginning of period (a)....................        $21.60        $19.23        $17.33          --
Class B 115bp Unit value, end of period (a)..........................        $23.45        $21.60        $19.23          --
Class B 135bp Unit value, beginning of period (d)....................        $21.20        $20.06           --           --
Class B 135bp Unit value, end of period (d)..........................        $22.97        $21.20           --           --
Class B 160bp Unit value, beginning of period (f)....................        $21.41            --           --           --
Class B 160bp Unit value, end of period (f)..........................        $22.38            --           --           --
Number of units outstanding, end of period (000's):
   Class A 115bp.....................................................           829           865           813         457
   Class B 115bp.....................................................           883           860           295          --
   Class B 135bp.....................................................         2,343           659           --           --
   Class B 160bp.....................................................           216            --           --           --

</TABLE>
----------------------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on August 20, 1997.
(c) Units were made available for sale on January 1, 1998.
(d) Units were made available for sale on May 1, 1998.
(e) Units were made available for sale on January 4, 1999.
(f) Units were made available for sale on May 1, 1999.



                                     FS-44

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
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,
                                                                         --------------------------------------------------
                                                                            1999         1998         1997        1996
                                                                         --------------------------------------------------
ALLIANCE GROWTH INVESTORS
-------------------------
<S>                                                                        <C>           <C>           <C>        <C>
Class A 115bp Unit value, beginning of period........................      $35.70        30.31         $26.26     $23.59
Class A 115bp Unit value, end of period..............................      $44.67        35.70         $30.31     $26.26
Class B 115bp Unit value, beginning of period (a)....................      $35.50        30.22         $26.23         --
Class B 115bp Unit value, end of period (a)..........................      $44.31        35.50         $30.22         --
Class B 135bp Unit value, beginning of period (d)....................      $34.84        32.93             --         --
Class B 135bp Unit value, end of period (d)..........................      $43.40        34.84             --         --
Class B 160bp Unit value, beginning of period (f)....................      $36.95           --             --         --
Class B 160bp Unit value, end of period (f)..........................      $42.29           --             --         --
Number of units outstanding, end of period (000's):
   Class A 115bp.....................................................       1,425        1,515          1,596        914
   Class B 115bp.....................................................       1,427        1,359            581         --
   Class B 135bp.....................................................       2,354          694             --         --
   Class B 160bp.....................................................         149           --             --         --

EQ/EVERGREEN FOUNDATION
-----------------------
Class B 115bp Unit value, beginning of period (e)....................      $10.00           --             --         --
Class B 115bp Unit value, end of period (e)..........................      $10.61           --             --         --
Class B 135bp Unit value, beginning of period (e)....................      $10.00           --             --         --
Class B 135bp Unit value, end of period (e)..........................      $10.59           --             --         --
Class B 160bp Unit value, beginning of period (f)....................      $10.00           --             --         --
Class B 160bp Unit value, end of period (f)..........................      $10.56           --             --         --
Number of units outstanding, end of period (000's):
   Class B 115bp.....................................................          16           --             --         --
   Class B 135bp.....................................................         149           --             --         --
   Class B 160bp.....................................................          44           --             --         --

</TABLE>
----------------------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on August 20, 1997.
(c) Units were made available for sale on January 1, 1998.
(d) Units were made available for sale on May 1, 1998.
(e) Units were made available for sale on January 4, 1999.
(f) Units were made available for sale on May 1, 1999.



                                     FS-45


<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 45

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
DECEMBER 31, 1999

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,
                                                                         --------------------------------------------------
                                                                            1999         1998         1997        1996
                                                                         --------------------------------------------------
MERRILL LYNCH WORLD STRATEGY
----------------------------
<S>                                                                      <C>             <C>          <C>            <C>
Class B 115bp Unit value, beginning of period (a)....................    $10.97          $10.39       $10.00         --
Class B 115bp Unit value, end of period (a)..........................    $13.16          $10.97       $10.39         --
Class B 135bp Unit value, beginning of period (d)....................    $10.94          $11.31           --         --
Class B 135bp Unit value, end of period (d)..........................    $13.09          $10.94           --         --
Class B 160bp Unit value, beginning of period (f)....................    $11.32              --           --         --
Class B 160bp Unit value, end of period (f)..........................    $13.00              --           --         --
Number of units outstanding, end of period (000's):
   Class B 115bp.....................................................       340             402          232         --
   Class B 135bp.....................................................       273             140           --         --
   Class B 160bp.....................................................        13              --           --         --

EQ/PUTNAM BALANCED
------------------
Class B 115bp Unit value, beginning of period (a)....................    $12.56          $11.36       $10.00         --
Class B 115bp Unit value, end of period (a)..........................    $12.42          $12.56       $11.36         --
Class B 135bp Unit value, beginning of period (d)....................    $12.51          $12.29           --         --
Class B 135bp Unit value, end of period (d)..........................    $12.35          $12.51           --         --
Class B 160bp Unit value, beginning of period (f)....................    $13.48              --           --         --
Class B 160bp Unit value, end of period (f)..........................    $12.27              --           --         --
Number of units outstanding, end of period (000's):
   Class B 115bp.....................................................     1,426           1,625          531         --
   Class B 135bp.....................................................     2,777           1,136           --         --
   Class B 160bp.....................................................        19              --           --         --

</TABLE>
----------------------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on August 20, 1997.
(c) Units were made available for sale on January 1, 1998.
(d) Units were made available for sale on May 1, 1998.
(e) Units were made available for sale on January 4, 1999.
(f) Units were made available for sale on May 1, 1999.

                                     FS-46


<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, 1999 and 1998, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States of America. 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 auditing standards
generally accepted in the United States of America, 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.




PricewaterhouseCoopers LLP
New York, New York
February 1, 2000

                                      F-1

<PAGE>



            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                    1999                 1998
                                                                               -------------        --------------
                                                                                          (IN MILLIONS)

<S>                                                                            <C>                  <C>
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value.............................   $    18,599.7        $    18,993.7
    Held to maturity, at amortized cost.....................................           133.2                125.0
  Mortgage loans on real estate.............................................         3,270.0              2,809.9
  Equity real estate........................................................         1,160.2              1,676.9
  Policy loans..............................................................         2,257.3              2,086.7
  Other equity investments..................................................           671.2                713.3
  Investment in and loans to affiliates.....................................         1,201.8                928.5
  Other invested assets.....................................................           911.6                808.2
                                                                               -------------        -------------
      Total investments.....................................................        28,205.0             28,142.2
Cash and cash equivalents...................................................           628.0              1,245.5
Deferred policy acquisition costs...........................................         4,033.0              3,563.8
Other assets................................................................         3,868.3              3,054.6
Closed Block assets.........................................................         8,607.3              8,632.4
Separate Accounts assets....................................................        54,453.9             43,302.3
                                                                               -------------        -------------

TOTAL ASSETS................................................................   $    99,795.5        $    87,940.8
                                                                               =============        =============

LIABILITIES
Policyholders' account balances.............................................   $    21,351.4        $    20,857.5
Future policy benefits and other policyholders' liabilities.................         4,777.6              4,726.4
Short-term and long-term debt...............................................         1,407.9              1,181.7
Other liabilities...........................................................         3,133.6              3,474.3
Closed Block liabilities....................................................         9,025.0              9,077.0
Separate Accounts liabilities...............................................        54,332.5             43,211.3
                                                                               -------------        -------------
      Total liabilities.....................................................        94,028.0             82,528.2
                                                                               -------------        -------------

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..............................................         3,557.2              3,110.2
Retained earnings...........................................................         2,600.7              1,944.1
Accumulated other comprehensive (loss) income...............................          (392.9)               355.8
                                                                               -------------        -------------
      Total shareholder's equity............................................         5,767.5              5,412.6
                                                                               -------------        -------------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY..................................   $    99,795.5        $    87,940.8
                                                                               =============        =============
</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, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                      1999               1998               1997
                                                                 ------------       -------------      -------------
                                                                                    (IN MILLIONS)

<S>                                                              <C>                <C>                <C>
REVENUES
Universal life and investment-type product policy fee
  income......................................................   $    1,257.5       $     1,056.2      $       950.6
Premiums......................................................          558.2               588.1              601.5
Net investment income.........................................        2,240.9             2,228.1            2,282.8
Investment (losses) gains, net................................          (96.9)              100.2              (45.2)
Commissions, fees and other income............................        2,177.9             1,503.0            1,227.2
Contribution from the Closed Block............................           86.4                87.1              102.5
                                                                 ------------       -------------      -------------

      Total revenues..........................................        6,224.0             5,562.7            5,119.4
                                                                 ------------       -------------      -------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances..........        1,078.2             1,153.0            1,266.2
Policyholders' benefits.......................................        1,038.6             1,024.7              978.6
Other operating costs and expenses............................        2,797.3             2,201.2            2,203.9
                                                                 ------------       -------------      -------------

      Total benefits and other deductions.....................        4,914.1             4,378.9            4,448.7
                                                                 ------------       -------------      -------------

Earnings from continuing operations before Federal
  income taxes and minority interest..........................        1,309.9             1,183.8              670.7
Federal income taxes..........................................          332.0               353.1               91.5
Minority interest in net income of consolidated subsidiaries..          199.4               125.2               54.8
                                                                 ------------       -------------      -------------
Earnings from continuing operations...........................          778.5               705.5              524.4
Discontinued operations, net of Federal income taxes..........           28.1                 2.7              (87.2)
                                                                 ------------       -------------      -------------
Net Earnings..................................................   $      806.6       $       708.2      $       437.2
                                                                 ============       =============      =============
</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, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                      1999               1998               1997
                                                                 ------------       -------------      -------------
                                                                                    (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.............        3,110.2             3,105.8            3,105.8
Additional capital in excess of par value.....................          447.0                 4.4                -
                                                                 ------------       -------------      -------------
Capital in excess of par value, end of year...................        3,557.2             3,110.2            3,105.8
                                                                 ------------       -------------      -------------

Retained earnings, beginning of year..........................        1,944.1             1,235.9              798.7
Net earnings..................................................          806.6               708.2              437.2
Dividend paid to the Holding Company..........................         (150.0)                -                  -
                                                                 ------------       -------------      -------------
Retained earnings, end of year................................        2,600.7             1,944.1            1,235.9
                                                                 ------------       -------------      -------------

Accumulated other comprehensive income,
  beginning of year...........................................          355.8               516.3              177.0
Other comprehensive (loss) income.............................         (748.7)             (160.5)             339.3
                                                                 ------------       -------------      -------------
Accumulated other comprehensive (loss) income, end of year....         (392.9)              355.8              516.3
                                                                 ------------       -------------      -------------

TOTAL SHAREHOLDER'S EQUITY, END OF YEAR.......................   $    5,767.5       $     5,412.6      $     4,860.5
                                                                 ============       =============      ============

COMPREHENSIVE INCOME
Net earnings..................................................   $      806.6       $       708.2      $       437.2
                                                                 ------------       -------------      -------------
Change in unrealized (losses) gains, net of reclassification
  adjustment..................................................         (776.9)             (149.5)             343.7
Minimum pension liability adjustment..........................           28.2               (11.0)              (4.4)
                                                                 ------------       -------------      -------------
Other comprehensive (loss) income.............................         (748.7)             (160.5)             339.3
                                                                 ------------       -------------      -------------
COMPREHENSIVE INCOME..........................................   $       57.9       $       547.7      $       776.5
                                                                 ============       =============      ============
</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, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                      1999               1998               1997
                                                                 ------------       -------------      -------------
                                                                                    (IN MILLIONS)

<S>                                                              <C>                <C>                <C>
Net earnings..................................................   $      806.6       $       708.2      $       437.2
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
  Interest credited to policyholders' account balances........        1,078.2             1,153.0            1,266.2
  Universal life and investment-type product
    policy fee income.........................................       (1,257.5)           (1,056.2)            (950.6)
  Investment losses (gains)...................................           96.9              (100.2)              45.2
  Change in Federal income tax payable........................          157.4               123.1              (74.4)
  Change in property and equipment............................         (256.3)              (81.8)              (9.6)
  Change in deferred acquisition costs........................         (260.7)             (314.0)            (220.7)
  Other, net..................................................         (168.8)               70.9              399.7
                                                                 ------------       -------------      -------------

Net cash provided by operating activities.....................          195.8               503.0              893.0
                                                                 ------------       -------------      -------------

Cash flows from investing activities:
  Maturities and repayments...................................        2,019.0             2,289.0            2,702.9
  Sales.......................................................        7,572.9            16,972.1           10,385.9
  Purchases...................................................      (10,737.3)          (18,578.5)         (13,205.4)
  (Increase) decrease in short-term investments...............         (178.3)              102.4             (555.0)
  Decrease in loans to discontinued operations................            -                 660.0              420.1
  Sale of subsidiaries........................................            -                   -                261.0
  Other, net..................................................         (134.8)             (341.8)            (612.6)
                                                                 ------------       -------------      -------------

Net cash (used) provided by investing activities..............       (1,458.5)            1,103.2             (603.1)
                                                                 ------------       -------------      -------------

Cash flows from financing activities: Policyholders'
  account balances:
    Deposits..................................................        2,366.2             1,508.1            1,281.7
    Withdrawals...............................................       (1,765.8)           (1,724.6)          (1,886.8)
  Net increase (decrease) in short-term financings............          378.2              (243.5)             419.9
  Repayments of long-term debt................................          (41.3)              (24.5)            (196.4)
  Payment of obligation to fund accumulated deficit of
    discontinued operations...................................            -                 (87.2)             (83.9)
  Dividend paid to the Holding Company........................         (150.0)                -                  -
  Other, net..................................................         (142.1)              (89.5)             (62.7)
                                                                 ------------       -------------      -------------

Net cash provided (used) by financing activities..............          645.2              (661.2)            (528.2)
                                                                 ------------       -------------      -------------

Change in cash and cash equivalents...........................         (617.5)              945.0             (238.3)
Cash and cash equivalents, beginning of year..................        1,245.5               300.5              538.8
                                                                 ------------       -------------      -------------

Cash and Cash Equivalents, End of Year........................   $      628.0       $     1,245.5      $       300.5
                                                                 ============       =============      =============

Supplemental cash flow information
  Interest Paid...............................................   $       92.2       $       130.7      $       217.1
                                                                 ============       =============      =============
  Income Taxes Paid...........................................   $      116.5       $       254.3      $       170.0
                                                                 ============       =============      =============
</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 an indirect, wholly owned subsidiary of AXA Financial, Inc. (the
     "Holding Company," and collectively with its consolidated subsidiaries,
     "AXA Financial"). 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. Equitable Life's
     investment management business, which comprises the Investment Services
     segment, is conducted principally by Alliance Capital Management L.P.
     ("Alliance"), and Donaldson, Lufkin & Jenrette, Inc. ("DLJ"), an investment
     banking and brokerage affiliate. 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 58.0% at
     December 31, 1999 (53.0% if all securities convertible into, and options
     on, common stock were to be converted or exercised).

     On September 20, 1999, as part of AXA Financial's "branding" strategic
     initiative, EQ Financial Consultants, Inc., a broker-dealer subsidiary of
     Equitable Life, was merged into a new company, AXA Advisors, LLC ("AXA
     Advisors"). Also, on September 21, 1999, AXA Advisors was transferred by
     Equitable Life to AXA Distribution Holding Corporation ("AXA
     Distribution"), a wholly owned indirect subsidiary of the Holding Company,
     for $15.3 million. The excess of the sales price over AXA Advisors' book
     value has been recorded in Equitable Life's books as a capital
     contribution. Equitable Life will continue to develop and market the
     "Equitable" brand of life and annuity products, while AXA Distribution and
     its subsidiaries begin to assume responsibility for providing financial
     advisory services, product distribution and customer relationship
     management.

     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 and the results of DLJ
     which are accounted for on an equity basis. In 1999, Alliance reorganized
     into Alliance Capital Management Holding L.P. ("Alliance Holding") and
     Alliance (the "Reorganization"). Alliance Holding's principal asset is its
     interest in Alliance and it functions as a holding entity through which
     holders of its publicly traded units own an indirect interest in the
     operating partnership. The Company exchanged substantially all of its
     Alliance Holding units for units in Alliance ("Alliance Units"). As a
     result of the reorganization, the Company was the beneficial owner of
     approximately 2% of Alliance Holding and 56% of Alliance. 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. At December 31, 1999, Equitable Life has a
     31.7% ownership interest in DLJ. 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. Through June 10, 1997, this segment also
     includes Equitable Real Estate Investment Management Inc. ("EREIM") which
     was sold. EREIM provided real estate investment management services,
     property management services, mortgage servicing and loan asset management,
     and agricultural investment management.


                                      F-6
<PAGE>



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 certain of its subsidiaries engaged in insurance related
     business (collectively, the "Insurance Group"); other subsidiaries,
     principally Alliance and through June 10, 1997, EREIM (see Note 5); and
     those partnerships and joint ventures in which Equitable Life or its
     subsidiaries has control 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, DLJ and discontinued operations (see Note 8) have been
     eliminated in consolidation. The years "1999," "1998" and "1997" refer to
     the years ended December 31, 1999, 1998 and 1997, respectively. Certain
     reclassifications have been made in the amounts presented for prior periods
     to conform these periods with the 1999 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 at December 31, 1999, principally consists of the
     Group Non-Participating Wind-Up Annuities ("Wind-Up Annuities"), for which
     a premium deficiency reserve has been established. Management reviews the
     adequacy of the allowance each quarter and believes the allowance for
     future losses at December 31, 1999 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).

                                      F-7
<PAGE>



     Accounting Changes
     ------------------

     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.

     New Accounting Pronouncements
     -----------------------------

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standard ("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. In June 1999, the FASB issued SFAS No. 137, "Accounting for
     Derivative Instruments and Hedging Activities - Deferral of the Effective
     Date of FASB Statement No. 133," which defers the effective date of SFAS
     No. 133 to all fiscal quarters of all fiscal years beginning after June 15,
     2000. The Company expects to adopt SFAS No. 133 effective January 1, 2001.
     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 of the new requirements 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.

     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.

                                      F-8
<PAGE>



     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.

     Equity securities, comprised of common stock classified as both trading and
     available for sale securities, are carried at estimated fair value and are
     included in other equity investments.

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

     Cash and cash equivalents 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 gains (losses) on publicly-traded common equity securities
     classified as trading securities are reflected in net investment income.
     Unrealized investment gains (losses) on fixed maturities and equity
     securities 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.

                                      F-9
<PAGE>



     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.

     As part of its asset/liability management process, in second quarter 1999,
     management initiated a review of the matching of invested assets to
     Insurance product lines given their different liability characteristics and
     liquidity requirements. As a result of this review, management reallocated
     the current and prospective interests of the various product lines in the
     invested assets. These asset reallocations and the related changes in
     investment yields by product line, in turn, triggered a review of and
     revisions to the estimated future gross profits used to determine the
     amortization of DAC for universal life and investment-type products. The
     revisions to estimated future gross profits resulted in an after-tax
     writedown of DAC of $85.6 million (net of a Federal income tax benefit of
     $46.1 million).

     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, 1999, the expected investment yield, excluding policy loans, generally
     ranged from 7.75% grading to 7.5% 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 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.

     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

                                      F-10
<PAGE>


     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 8.35% for
     annuity liabilities.

     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. While
     management believes its disability income ("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 $948.4 million and $951.7 million at December 31,
     1999 and 1998, respectively. Incurred benefits (benefits paid plus changes
     in claim reserves) and benefits paid for individual DI and major medical
     are summarized as follows:

<TABLE>
<CAPTION>
                                                               1999               1998                1997
                                                          -------------       ------------       ------------
                                                                              (IN MILLIONS)

<S>                                                       <C>                 <C>                <C>
     Incurred benefits related to current year..........  $       150.7       $      140.1       $      132.3
     Incurred benefits related to prior years...........           64.7               84.2               60.0
                                                          -------------       ------------       ------------
     Total Incurred Benefits............................  $       215.4       $      224.3       $      192.3
                                                          =============       ============       ============

     Benefits paid related to current year..............  $        28.9       $       17.0       $       28.8
     Benefits paid related to prior years...............          189.8              155.4              146.2
                                                          -------------       ------------       ------------
     Total Benefits Paid................................  $       218.7       $      172.4       $      175.0
                                                          =============       ============       ============
</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, 1999, participating policies, including those in the Closed
     Block, represent approximately 23.0% ($47.0 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-11
<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 1999, 1998 and 1997, investment results of such
     Separate Accounts were $6,045.5 million, $4,591.0 million and $3,411.1
     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 opinion,
     compensation expense is recorded on the date of grant only if the current
     market price of the underlying stock exceeds the option strike price at the
     grant date. 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-12

<PAGE>



3)   INVESTMENTS

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

<TABLE>
<CAPTION>
                                                                     GROSS               GROSS
                                                AMORTIZED          UNREALIZED         UNREALIZED          ESTIMATED
                                                   COST              GAINS              LOSSES            FAIR VALUE
                                              -------------      -------------       ------------       -------------
                                                                           (IN MILLIONS)
<S>                                           <C>                <C>                 <C>                <C>
     DECEMBER 31, 1999
     -----------------
     Fixed Maturities:
       Available for Sale:
         Corporate..........................  $    14,866.8      $       139.5       $      787.0       $    14,219.3
         Mortgage-backed....................        2,554.5                2.3               87.8             2,469.0
         U.S. Treasury, government and
           agency securities................        1,194.1               18.9               23.4             1,189.6
         States and political subdivisions..          110.0                1.4                4.9               106.5
         Foreign governments................          361.8               16.2               14.8               363.2
         Redeemable preferred stock.........          286.4                1.7               36.0               252.1
                                              -------------      -------------       ------------       -------------
     Total Available for Sale...............  $    19,373.6      $       180.0       $      953.9       $    18,599.7
                                              =============      =============       ============       =============

       Held to Maturity:  Corporate.........  $       133.2      $         -         $        -         $       133.2
                                              =============      =============       ============       =============

     Equity Securities:
       Common stock available for sale......           25.5                1.5               17.8                 9.2
       Common stock trading securities......            7.2                9.1                2.2                14.1
                                              -------------      -------------       ------------       -------------
     Total Equity Securities................  $        32.7      $        10.6       $       20.0       $        23.3
                                              =============      =============       ============       =============

     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, 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 available for sale......  $        58.3      $       114.9       $       22.5       $       150.7
                                              =============      =============       ============       =============
</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, 1999 and 1998, securities without a readily ascertainable
     market value having an amortized cost of $3,322.2 million and $3,539.9
     million, respectively, had estimated fair values of $3,177.7 million and
     $3,748.5 million, respectively.

                                      F-13
<PAGE>



     The contractual maturity of bonds at December 31, 1999 is shown below:

<TABLE>
<CAPTION>
                                                                                     AVAILABLE FOR SALE
                                                                              -------------------------------
                                                                                AMORTIZED          ESTIMATED
                                                                                  COST             FAIR VALUE
                                                                              ------------       ------------
                                                                                        (IN MILLIONS)

<S>                                                                           <C>                <C>
     Due in one year or less................................................  $      479.1       $      477.8
     Due in years two through five..........................................       2,991.8            2,921.2
     Due in years six through ten...........................................       7,197.9            6,813.0
     Due after ten years....................................................       5,864.0            5,666.5
     Mortgage-backed securities.............................................       2,554.4            2,469.1
                                                                              ------------       ------------
     Total..................................................................  $   19,087.2       $   18,347.6
                                                                              ============       ============
</TABLE>

     Corporate bonds held to maturity with an amortized cost and estimated fair
     value of $133.2 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, 1999, approximately 14.9% of the $18,344.3
     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. The carrying values at December 31, 1999 and
     1998 were $647.9 million and $562.6 million, respectively.

     Investment valuation allowances and changes thereto are shown below:

<TABLE>
<CAPTION>
                                                               1999               1998                1997
                                                          -------------       ------------       ------------
                                                                              (IN MILLIONS)

<S>                                                       <C>                 <C>                <C>
     Balances, beginning of year........................  $       230.6       $      384.5       $      137.1
     Additions charged to income........................           68.2               86.2              334.6
     Deductions for writedowns and
       asset dispositions...............................         (150.2)            (240.1)             (87.2)
                                                          -------------       ------------       ------------
     Balances, End of Year..............................  $       148.6       $      230.6       $      384.5
                                                          =============       ============       ============

     Balances, end of year comprise:
       Mortgage loans on real estate....................  $        27.5       $       34.3       $       55.8
       Equity real estate...............................          121.1              196.3              328.7
                                                          -------------       ------------       ------------
     Total..............................................  $       148.6       $      230.6       $      384.5
                                                          =============       ============       ============
</TABLE>


                                      F-14
<PAGE>



     At December 31, 1999, the carrying value of fixed maturities which are
     non-income producing for the twelve months preceding the consolidated
     balance sheet date was $152.1 million.

     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 $106.0 million and $115.1
     million at December 31, 1999 and 1998, 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 $9.5
     million, $10.3 million and $17.2 million in 1999, 1998 and 1997,
     respectively. Gross interest income on these loans included in net
     investment income aggregated $8.2 million, $8.3 million and $12.7 million
     in 1999, 1998 and 1997, respectively.

     Impaired mortgage loans along with the related provision for losses were as
     follows:

<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,
                                                                          -----------------------------------
                                                                                1999                 1998
                                                                          --------------       --------------
                                                                                      (IN MILLIONS)

<S>                                                                       <C>                  <C>
     Impaired mortgage loans with provision for losses..................  $        142.4       $        125.4
     Impaired mortgage loans without provision for losses...............             2.2                  8.6
                                                                          --------------       --------------
     Recorded investment in impaired mortgage loans.....................           144.6                134.0
     Provision for losses...............................................           (23.0)               (29.0)
                                                                          --------------       --------------
     Net Impaired Mortgage Loans........................................  $        121.6       $        105.0
                                                                          ==============       ==============
</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 1999, 1998 and 1997, respectively, the Company's average recorded
     investment in impaired mortgage loans was $141.7 million, $161.3 million
     and $246.9 million. Interest income recognized on these impaired mortgage
     loans totaled $12.0 million, $12.3 million and $15.2 million ($0.0 million,
     $.9 million and $2.3 million recognized on a cash basis) for 1999, 1998 and
     1997, 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, 1999 and 1998, the carrying value of equity real estate held
     for sale amounted to $382.2 million and $836.2 million, respectively. For
     1999, 1998 and 1997, respectively, real estate of $20.5 million, $7.1
     million and $152.0 million was acquired in satisfaction of debt. At
     December 31, 1999 and 1998, the Company owned $443.9 million and $552.3
     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 $251.6 million and $374.8 million at December 31, 1999 and 1998,
     respectively. Depreciation expense on real estate totaled $21.8 million,
     $30.5 million and $74.9 million for 1999, 1998 and 1997, respectively.


                                      F-15

<PAGE>



4)   JOINT VENTURES AND PARTNERSHIPS

     Summarized combined financial information for real estate joint ventures
     (25 individual ventures at both December 31, 1999 and 1998) 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, follows:

<TABLE>
<CAPTION>
                                                                                         DECEMBER 31,
                                                                               --------------------------------
                                                                                   1999                1998
                                                                               -------------      -------------
                                                                                         (IN MILLIONS)
<S>                                                                            <C>                <C>
      BALANCE SHEETS
      Investments in real estate, at depreciated cost........................  $       861.1      $       913.7
      Investments in securities, generally at estimated fair value...........          678.4              636.9
      Cash and cash equivalents..............................................           68.4               85.9
      Other assets...........................................................          239.3              279.8
                                                                               -------------      -------------
      Total Assets...........................................................  $     1,847.2      $     1,916.3
                                                                               =============      =============

      Borrowed funds - third party...........................................  $       354.2      $       367.1
      Borrowed funds - AXA Financial.........................................           28.9               30.1
      Other liabilities......................................................          313.9              197.2
                                                                               -------------      -------------
      Total liabilities......................................................          697.0              594.4
                                                                               -------------      -------------

      Partners' capital......................................................        1,150.2            1,321.9
                                                                               -------------      -------------
      Total Liabilities and Partners' Capital................................  $     1,847.2      $     1,916.3
                                                                               =============      =============

      Equity in partners' capital included above.............................  $       316.5      $       365.6
      Equity in limited partnership interests not included above and other...          524.1              390.1
                                                                               -------------      -------------
      Carrying Value.........................................................  $       840.6      $       755.7
                                                                               =============      =============
</TABLE>

<TABLE>
<CAPTION>
                                                                1999               1998                1997
                                                           -------------       ------------       ------------
                                                                               (IN MILLIONS)
<S>                                                        <C>                 <C>                <C>
      STATEMENTS OF EARNINGS
      Revenues of real estate joint ventures.............  $       180.5       $      246.1       $      310.5
      Revenues of other limited partnership interests....          455.1              128.9              506.3
      Interest expense - third party.....................          (39.8)             (33.3)             (91.8)
      Interest expense - AXA Financial...................           (2.5)              (2.6)              (7.2)
      Other expenses.....................................         (139.0)            (197.0)            (263.6)
                                                           -------------       ------------       ------------
      Net Earnings.......................................  $       454.3       $      142.1       $      454.2
                                                           =============       ============       ============

      Equity in net earnings included above..............  $        10.5       $       44.4       $       76.7
      Equity in net earnings of limited partnership
        interests not included above.....................           76.0               37.9               69.5
      Other..............................................            -                  -                  (.9)
                                                           -------------       ------------       ------------
      Total Equity in Net Earnings.......................  $        86.5       $       82.3       $      145.3
                                                           =============       ============       ============
</TABLE>


                                      F-16

<PAGE>



5)   NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

     The sources of net investment income follows:

<TABLE>
<CAPTION>
                                                               1999               1998                1997
                                                          -------------       ------------       ------------
                                                                              (IN MILLIONS)

<S>                                                       <C>                 <C>                <C>
     Fixed maturities...................................  $     1,499.8       $    1,489.0       $    1,459.4
     Mortgage loans on real estate......................          253.4              235.4              260.8
     Equity real estate.................................          250.2              356.1              390.4
     Other equity investments...........................          165.1               83.8              156.9
     Policy loans.......................................          143.8              144.9              177.0
     Other investment income............................          161.3              185.7              181.7
                                                          -------------       ------------       ------------

       Gross investment income..........................        2,473.6            2,494.9            2,626.2

       Investment expenses..............................         (232.7)            (266.8)            (343.4)
                                                          -------------       ------------       ------------

     Net Investment Income..............................  $     2,240.9       $    2,228.1       $    2,282.8
                                                          =============       ============       ============
</TABLE>

     Investment (losses) gains, net, including changes in the valuation
     allowances, follow:

<TABLE>
<CAPTION>
                                                               1999               1998                1997
                                                          -------------       ------------       ------------
                                                                              (IN MILLIONS)

<S>                                                       <C>                 <C>                <C>
     Fixed maturities...................................  $      (290.9)      $      (24.3)      $       88.1
     Mortgage loans on real estate......................           (3.3)             (10.9)             (11.2)
     Equity real estate.................................           (2.4)              74.5             (391.3)
     Other equity investments...........................           88.1               29.9               14.1
     Sale of subsidiaries...............................            -                 (2.6)             252.1
     Issuance and sales of Alliance Units...............            5.5               19.8                -
     Issuance and sales of DLJ common stock.............          106.0               18.2                3.0
     Other..............................................             .1               (4.4)               -
                                                          -------------       ------------       ------------
     Investment (Losses) Gains, Net.....................  $       (96.9)      $      100.2       $      (45.2)
                                                          =============       ============       ============
</TABLE>

     Writedowns of fixed maturities amounted to $223.2 million, $101.6 million
     and $11.7 million for 1999, 1998 and 1997, respectively, and writedowns of
     equity real estate amounted to $136.4 million for 1997. In fourth quarter
     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 1999, 1998 and 1997, respectively, proceeds received on sales of fixed
     maturities classified as available for sale amounted to $7,138.6 million,
     $15,961.0 million and $9,789.7 million. Gross gains of $74.7 million,
     $149.3 million and $166.0 million and gross losses of $214.3 million, $95.1
     million and $108.8 million, respectively, were realized on these sales. The
     change in unrealized investment (losses) gains related to fixed maturities
     classified as available for sale for 1999, 1998 and 1997 amounted to
     $(1,313.8) million, $(331.7) million and $513.4 million, respectively.

     On January 1, 1999, investments in publicly-traded common equity securities
     in the General Account portfolio within other equity investments amounting
     to $102.3 million were transferred from available for sale securities to
     trading securities. As a result of this transfer, unrealized investment
     gains of $83.3 million ($43.2 million net of related DAC and Federal income
     taxes) were recognized as realized investment gains in the consolidated
     statements of earnings. Net unrealized holding gains of $7.0 million were
     included in net investment income in the consolidated statements of
     earnings for 1999. These trading securities had a carrying value of $14.1
     million and costs of $7.2 million at December 31, 1999.


                                      F-17
<PAGE>

     During 1999, DLJ completed its offering of a new class of its Common Stock
     to track the financial performance of DLJdirect, its online brokerage
     business. As a result of this offering, the Company recorded a non-cash
     pre-tax realized gain of $95.8 million.

     For 1999, 1998 and 1997, investment results passed through to certain
     participating group annuity contracts as interest credited to
     policyholders' account balances amounted to $131.5 million, $136.9 million
     and $137.5 million, respectively.

     In 1997, Equitable Life sold EREIM (other than its interest in Column
     Financial, Inc.) ("ERE") to Lend Lease Corporation Limited ("Lend Lease"),
     for $400.0 million and recognized an investment gain of $162.4 million, net
     of Federal income tax of $87.4 million. 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, the businesses sold reported combined
     revenues of $91.6 million and combined net earnings of $10.7 million.

     On June 30, 1997, Alliance reduced the recorded value of goodwill and
     contracts associated with Alliance's 1996 acquisition of Cursitor Holdings
     L.P. and Cursitor Holdings Limited (collectively, "Cursitor") by $120.9
     million since Cursitor's business fundamentals no longer supported the
     carrying value of its investment. The Company's earnings from continuing
     operations 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.

     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, follow:

<TABLE>
<CAPTION>
                                                                1999               1998                1997
                                                           -------------       ------------       ------------
                                                                               (IN MILLIONS)

<S>                                                        <C>                 <C>                <C>
      Balance, beginning of year.........................  $       384.1       $      533.6       $      189.9
      Changes in unrealized investment (losses) gains....       (1,486.6)            (242.4)             543.3
      Changes in unrealized investment losses
        (gains) attributable to:
          Participating group annuity contracts..........           24.7               (5.7)              53.2
          DAC............................................          208.6               13.2              (89.0)
          Deferred Federal income taxes..................          476.4               85.4             (163.8)
                                                           -------------       ------------       ------------
      Balance, End of Year...............................  $      (392.8)      $      384.1       $      533.6
                                                           =============       ============       ============

      Balance, end of year comprises:
        Unrealized investment (losses) gains on:
          Fixed maturities...............................  $      (773.9)      $      539.9       $      871.2
          Other equity investments.......................          (16.3)              92.4               33.7
          Other, principally Closed Block................           46.8              111.1               80.9
                                                           -------------       ------------       ------------
            Total........................................         (743.4)             743.4              985.8
        Amounts of unrealized investment gains
          attributable to:
            Participating group annuity contracts........            -                (24.7)             (19.0)
            DAC..........................................           80.8             (127.8)            (141.0)
            Deferred Federal income taxes................          269.8             (206.8)            (292.2)
                                                           -------------       ------------       ------------
      Total..............................................  $      (392.8)      $      384.1       $      533.6
                                                           =============       ============       ============
</TABLE>

     Changes in unrealized gains (losses) reflect changes in fair value of only
     those fixed maturities and equity securities classified as available for
     sale and do not reflect any changes in fair value of policyholders' account
     balances and future policy benefits.


                                      F-18
<PAGE>



6)   ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

     Accumulated other comprehensive income (loss) represents cumulative gains
     and losses on items that are not reflected in earnings. The balances for
     the past three years follow:

<TABLE>
<CAPTION>
                                                               1999               1998                1997
                                                          -------------       ------------       ------------
                                                                              (IN MILLIONS)

<S>                                                       <C>                 <C>                <C>
     Unrealized (losses) gains on investments...........  $      (392.8)      $      384.1       $      533.6
     Minimum pension liability..........................            (.1)             (28.3)             (17.3)
                                                          -------------       ------------       ------------
     Total Accumulated Other
       Comprehensive (Loss) Income......................  $      (392.9)      $      355.8       $      516.3
                                                          =============       ============       ============
</TABLE>

     The components of other comprehensive income (loss) for the past three
     years follow:

<TABLE>
<CAPTION>
                                                               1999               1998                1997
                                                          -------------       ------------       ------------
                                                                              (IN MILLIONS)
<S>                                                       <C>                 <C>                <C>
     Net unrealized (losses) gains on investment
       securities:
       Net unrealized (losses) gains arising during
         the period.....................................  $    (1,682.3)      $     (186.1)      $      564.0
       Adjustment to reclassify losses (gains)
         included in net earnings during the period.....          195.7              (56.3)             (20.7)
                                                          -------------       ------------       ------------
     Net unrealized (losses) gains on investment
         securities.....................................       (1,486.6)            (242.4)             543.3
     Adjustments for policyholder liabilities,
         DAC and deferred Federal income taxes..........          709.7               92.9             (199.6)
                                                          -------------       ------------       ------------

     Change in unrealized losses (gains), net of
         adjustments....................................         (776.9)            (149.5)             343.7
     Change in minimum pension liability................           28.2              (11.0)              (4.4)
                                                          -------------       ------------       ------------
     Total Other Comprehensive (Loss) Income............  $      (748.7)      $     (160.5)      $      339.3
                                                          =============       ============       ============
</TABLE>


                                      F-19
<PAGE>




7)   CLOSED BLOCK

     Summarized financial information for the Closed Block follows:

<TABLE>
<CAPTION>
                                                                                       DECEMBER 31,
                                                                            ---------------------------------
                                                                                 1999                 1998
                                                                            ------------         ------------
                                                                                      (IN MILLIONS)
<S>                                                                         <C>                  <C
     BALANCE SHEETS
     Fixed Maturities:
       Available for sale, at estimated fair value (amortized cost,
         $4,144.8 and $4,149.0)...........................................  $    4,014.0         $    4,373.2
     Mortgage loans on real estate........................................       1,704.2              1,633.4
     Policy loans.........................................................       1,593.9              1,641.2
     Cash and other invested assets.......................................         194.4                 86.5
     DAC..................................................................         895.5                676.5
     Other assets.........................................................         205.3                221.6
                                                                            ------------         ------------
     Total Assets.........................................................  $    8,607.3         $    8,632.4
                                                                            ============         ============

     Future policy benefits and policyholders' account balances...........  $    9,011.7         $    9,013.1
     Other liabilities....................................................          13.3                 63.9
                                                                            ------------         ------------
     Total Liabilities....................................................  $    9,025.0         $    9,077.0
                                                                            ============         ============
</TABLE>



<TABLE>
<CAPTION>
                                                               1999               1998                1997
                                                          -------------       ------------       ------------
                                                                              (IN MILLIONS)
<S>                                                       <C>                 <C>                <C>
     STATEMENTS OF EARNINGS
     Premiums and other revenue.........................  $       619.1       $      661.7       $      687.1
     Investment income (net of investment
       expenses of $15.8, $15.5 and $27.0)..............          574.2              569.7              574.9
     Investment (losses) gains, net.....................          (11.3)                .5              (42.4)
                                                          -------------       ------------       ------------
           Total revenues...............................        1,182.0            1,231.9            1,219.6
                                                          -------------       ------------       ------------

     Policyholders' benefits and dividends..............        1,024.7            1,082.0            1,066.7
     Other operating costs and expenses.................           70.9               62.8               50.4
                                                          -------------       ------------       ------------
           Total benefits and other deductions..........        1,095.6            1,144.8            1,117.1
                                                          -------------       ------------       ------------

     Contribution from the Closed Block.................  $        86.4       $       87.1       $      102.5
                                                          =============       ============       ============
</TABLE>

     Impaired mortgage loans along with the related provision for losses
     follows:

<TABLE>
<CAPTION>
                                                                                        DECEMBER 31,
                                                                              --------------------------------
                                                                                  1999                1998
                                                                              -------------      -------------
                                                                                        (IN MILLIONS)
<S>                                                                           <C>                <C>
     Impaired mortgage loans with provision for losses......................  $        26.8      $        55.5
     Impaired mortgage loans without provision for losses...................            4.5                7.6
                                                                              -------------      -------------
     Recorded investment in impaired mortgages..............................           31.3               63.1
     Provision for losses...................................................           (4.1)             (10.1)
                                                                              -------------      -------------
     Net Impaired Mortgage Loans............................................  $        27.2      $        53.0
                                                                              =============      =============
</TABLE>

     During 1999, 1998 and 1997, the Closed Block's average recorded investment
     in impaired mortgage loans was $37.0 million, $85.5 million and $110.2
     million, respectively. Interest income recognized on these impaired
     mortgage loans totaled $3.3 million, $4.7 million and $9.4 million ($.3
     million, $1.5 million and $4.1 million recognized on a cash basis) for
     1999, 1998 and 1997, respectively.


                                      F-20
<PAGE>

     Valuation allowances amounted to $4.6 million and $11.1 million on mortgage
     loans on real estate and $24.7 million and $15.4 million on equity real
     estate at December 31, 1999 and 1998, respectively. Writedowns of fixed
     maturities amounted to $3.5 million for 1997. Writedowns of equity real
     estate amounted to $28.8 million for 1997.

     In fourth quarter 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. Also 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-21
<PAGE>



8)   DISCONTINUED OPERATIONS

     Summarized financial information for discontinued operations follows:

<TABLE>
<CAPTION>
                                                                                       DECEMBER 31,
                                                                            ---------------------------------
                                                                                 1999                 1998
                                                                            ------------         ------------
                                                                                       (IN MILLIONS)
<S>                                                                         <C>                  <C>
     BALANCE SHEETS
     Mortgage loans on real estate........................................  $      454.6         $      553.9
     Equity real estate...................................................         426.6                611.0
     Other equity investments.............................................          55.8                115.1
     Other invested assets................................................          87.1                 24.9
                                                                            ------------         ------------
       Total investments..................................................       1,024.1              1,304.9
     Cash and cash equivalents............................................         164.5                 34.7
     Other assets.........................................................         213.0                219.0
                                                                            ------------         ------------
     Total Assets.........................................................  $    1,401.6         $    1,558.6
                                                                            ============         ============

     Policyholders' liabilities...........................................  $      993.3         $    1,021.7
     Allowance for future losses..........................................         242.2                305.1
     Other liabilities....................................................         166.1                231.8
                                                                            ------------         ------------
     Total Liabilities....................................................  $    1,401.6         $    1,558.6
                                                                            ============         ============
</TABLE>

<TABLE>
<CAPTION>
                                                               1999               1998                1997
                                                          -------------       ------------       ------------
                                                                              (IN MILLIONS)
<S>                                                       <C>                 <C>                <C>
     STATEMENTS OF EARNINGS
     Investment income (net of investment
       expenses of $49.3, $63.3 and $97.3)..............  $        98.7       $      160.4       $      188.6
     Investment (losses) gains, net.....................          (13.4)              35.7             (173.7)
     Policy fees, premiums and other income.............             .2               (4.3)                .2
                                                          -------------       ------------       ------------
     Total revenues.....................................           85.5              191.8               15.1

     Benefits and other deductions......................          104.8              141.5              169.5
     (Losses charged) earnings credited to allowance
       for future losses................................          (19.3)              50.3             (154.4)
                                                          -------------       ------------       ------------
     Pre-tax loss from operations.......................            -                  -                  -
     Pre-tax earnings from releasing (loss from
       strengthening) the allowance for future
       losses...........................................           43.3                4.2             (134.1)
     Federal income tax (expense) benefit...............          (15.2)              (1.5)              46.9
                                                          -------------       ------------       ------------
     Earnings (Loss) from Discontinued Operations.......  $        28.1       $        2.7       $      (87.2)
                                                          =============       ============       ============
</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 1999 and
     1998 and strengthening of allowance in 1997.

     In fourth quarter 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. Also in fourth quarter
     1997, $92.5 million of writedowns on real estate held for production of
     income were recognized.

                                      F-22
<PAGE>



     Benefits and other deductions includes $26.6 million and $53.3 million of
     interest expense related to amounts borrowed from continuing operations in
     1998 and 1997, respectively.

     Valuation allowances of $1.9 million and $3.0 million on mortgage loans on
     real estate and $54.8 million and $34.8 million on equity real estate were
     held at December 31, 1999 and 1998, respectively. Writedowns of equity real
     estate were $95.7 million in 1997.

     During 1999, 1998 and 1997, discontinued operations' average recorded
     investment in impaired mortgage loans was $13.8 million, $73.3 million and
     $89.2 million, respectively. Interest income recognized on these impaired
     mortgage loans totaled $1.7 million, $4.7 million and $6.6 million ($.0
     million, $3.4 million and $5.3 million recognized on a cash basis) for
     1999, 1998 and 1997, respectively.

     At December 31, 1999 and 1998, discontinued operations had real estate
     acquired in satisfaction of debt with carrying values of $24.1 million and
     $50.0 million, respectively.

9)   SHORT-TERM AND LONG-TERM DEBT

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

<TABLE>
<CAPTION>
                                                                                       DECEMBER 31,
                                                                            ---------------------------------
                                                                                 1999                 1998
                                                                            ------------         ------------
                                                                                       (IN MILLIONS)
<S>                                                                         <C>                  <C>
     Short-term debt......................................................  $      557.0         $      179.3
                                                                            ------------         ------------
     Long-term debt:
     Equitable Life:
       Surplus notes, 6.95% due 2005......................................         399.5                399.4
       Surplus notes, 7.70% due 2015......................................         199.7                199.7
       Other..............................................................            .4                   .3
                                                                            ------------         ------------
           Total Equitable Life...........................................         599.6                599.4
                                                                            ------------         ------------
     Wholly Owned and Joint Venture Real Estate:
       Mortgage notes, 5.43% - 9.5%, due through 2017.....................         251.3                392.2
                                                                            ------------         ------------
     Alliance:
       Other..............................................................           -                   10.8
                                                                            ------------         ------------
     Total long-term debt.................................................         850.9              1,002.4
                                                                            ------------         ------------

     Total Short-term and Long-term Debt..................................  $    1,407.9         $    1,181.7
                                                                            ============         ============
</TABLE>

     Short-term Debt
     ---------------

     Equitable Life has a $700.0 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, 1999 range from 5.76% to 8.5%. There were no
     borrowings outstanding under this bank credit facility at December 31,
     1999.

     Equitable Life has a commercial paper program with an issue limit of $1.0
     billion. This program is available for general corporate purposes used to
     support Equitable Life's liquidity needs and is supported by Equitable
     Life's existing $700.0 million bank credit facility. At December 31, 1999,
     there were $166.9 million outstanding under this program.

     Alliance has a $425.0 million five-year revolving credit facility with a
     group of commercial banks. 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
     July 1999, Alliance increased the size of its commercial paper program by
     $200.0 million from $425.0 million for a total available limit of $625.0
     million. Borrowings from the revolving credit facility and the original
     commercial paper program may not exceed $425.0 million in the aggregate.
     The revolving credit facility provides backup liquidity for commercial
     paper issued under


                                      F-23
<PAGE>

     Alliance's commercial paper program and can be used as a direct source of
     borrowing. The revolving credit facility contains covenants that require
     Alliance to, among other things, meet certain financial ratios. At December
     31, 1999, Alliance had commercial paper outstanding totaling $384.7 million
     at an effective interest rate of 5.9%; there were no borrowings outstanding
     under Alliance's revolving credit facility.

     In December 1999, Alliance established a $100.0 million extendible
     commercial notes ("ECN") program to supplement its commercial paper
     program. ECN's are short-term debt instruments that do not require any
     back-up liquidity support.

     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. At
     December 31, 1999, the Company is in compliance with all debt covenants.

     The Company has pledged real estate, mortgage loans, cash and securities
     amounting to $323.6 million and $640.2 million at December 31, 1999 and
     1998, respectively, as collateral for certain short-term and long-term
     debt.

     At December 31, 1999, aggregate maturities of the long-term debt based on
     required principal payments at maturity was $3.0 million for 2000 and
     $848.7 million for 2005 and thereafter.

10)  FEDERAL INCOME TAXES

     A summary of the Federal income tax expense in the consolidated statements
     of earnings follows:

<TABLE>
<CAPTION>
                                                               1999               1998                1997
                                                          -------------       ------------       ------------
                                                                              (IN MILLIONS)
<S>                                                       <C>                 <C>                <C>
     Federal income tax expense (benefit):
       Current..........................................  $       174.0       $      283.3       $      186.5
       Deferred.........................................          158.0               69.8              (95.0)
                                                          -------------       ------------       ------------
     Total..............................................  $       332.0       $      353.1       $       91.5
                                                          =============       ============       ============
</TABLE>


                                      F-24
<PAGE>



     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 their tax effects
     follow:

<TABLE>
<CAPTION>
                                                               1999               1998                1997
                                                          -------------       ------------       ------------
                                                                              (IN MILLIONS)
<S>                                                       <C>                 <C>                <C>
     Expected Federal income tax expense................  $       458.4       $      414.3       $      234.7
     Non-taxable minority interest......................          (47.8)             (33.2)             (38.0)
     Non-taxable subsidiary gains.......................          (37.1)              (6.4)               -
     Adjustment of tax audit reserves...................           27.8               16.0              (81.7)
     Equity in unconsolidated subsidiaries..............          (64.0)             (39.3)             (45.1)
     Other..............................................           (5.3)               1.7               21.6
                                                          -------------       ------------       ------------
     Federal Income Tax Expense.........................  $       332.0       $      353.1       $       91.5
                                                          =============       ============       ============
</TABLE>

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

<TABLE>
<CAPTION>
                                                    DECEMBER 31, 1999                  December 31, 1998
                                              -----------------------------      -----------------------------
                                                 ASSETS         LIABILITIES         Assets         Liabilities
                                              -----------      ------------      ------------      -----------
                                                                        (IN MILLIONS)
<S>                                           <C>              <C>               <C>               <C>
     Compensation and related benefits......  $       -        $       37.7      $      235.3      $       -
     Other..................................          -                20.6              27.8              -
     DAC, reserves and reinsurance..........          -               329.7               -              231.4
     Investments............................        115.1               -                 -              364.4
                                              -----------      ------------      ------------      -----------
     Total..................................  $     115.1      $      388.0      $      263.1      $     595.8
                                              ===========      ============      ============      ===========
</TABLE>

     At December 31, 1999, in conjunction with the non-qualified employee
     benefit plans, $236.8 million in deferred tax asset was transferred to the
     Holding Company. See Note 12 for discussion of the benefit plans
     transferred.

     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 their
     tax effects follow:

<TABLE>
<CAPTION>
                                                               1999               1998                1997
                                                          -------------       ------------       ------------
                                                                              (IN MILLIONS)

<S>                                                       <C>                 <C>                <C>
     DAC, reserves and reinsurance......................  $        83.2       $       (7.7)      $       46.2
     Investments........................................            3.2               46.8             (113.8)
     Compensation and related benefits..................           21.0               28.6                3.7
     Other..............................................           50.6                2.1              (31.1)
                                                          -------------       ------------       ------------
     Deferred Federal Income Tax
       Expense (Benefit)................................  $       158.0       $       69.8       $      (95.0)
                                                          =============       ============       ============
</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.


                                      F-25
<PAGE>



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>
                                                               1999               1998                1997
                                                          -------------       ------------       ------------
                                                                              (IN MILLIONS)

<S>                                                       <C>                 <C>                <C>
     Direct premiums....................................  $       420.6       $      438.8       $      448.6
     Reinsurance assumed................................          206.7              203.6              198.3
     Reinsurance ceded..................................          (69.1)             (54.3)             (45.4)
                                                          -------------       ------------       ------------
     Premiums...........................................  $       558.2       $      588.1       $      601.5
                                                          =============       ============       ============

     Universal Life and Investment-type Product
       Policy Fee Income Ceded..........................  $        69.7       $       75.7       $       61.0
                                                          =============       ============       ============
     Policyholders' Benefits Ceded......................  $        99.6       $       85.9       $       70.6
                                                          =============       ============       ============
     Interest Credited to Policyholders' Account
       Balances Ceded...................................  $        38.5       $       39.5       $       36.4
                                                          =============       ============       ============
</TABLE>

     Since 1997, the Company reinsures on a yearly renewal term basis 90% of the
     mortality risk on new issues of certain term, universal and variable life
     products. The Company's retention limit on joint survivorship policies is
     $15.0 million. All in force business above $5.0 million is reinsured. The
     Insurance Group also reinsures the entire risk on certain substandard
     underwriting risks and in certain other cases.

     The Insurance Group cedes 100% of its group life and health business to a
     third party insurer. Premiums ceded totaled $.1 million, $1.3 million and
     $1.6 million for 1999, 1998 and 1997, respectively. Ceded death and
     disability benefits totaled $44.7 million, $15.6 million and $4.3 million
     for 1999, 1998 and 1997, respectively. Insurance liabilities ceded totaled
     $510.5 million and $560.3 million at December 31, 1999 and 1998,
     respectively.

                                      F-26
<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").

     Effective December 31, 1999, the Holding Company legally assumed primary
     liability from Equitable Life for all current and future obligations of its
     Excess Retirement Plan, Supplemental Executive Retirement Plan and certain
     other employee benefit plans that provide participants with medical, life
     insurance, and deferred compensation benefits; Equitable Life remains
     secondarily liable. The amount of the liability associated with employee
     benefits transferred was $676.5 million, including $183.0 million of
     non-qualified pension benefit obligations and $394.1 million of
     postretirement benefits obligations at December 31, 1999. This transfer was
     recorded as a non-cash capital contribution to Equitable Life.

     Components of net periodic pension (credit) cost for the qualified and
     non-qualified plans follow:

<TABLE>
<CAPTION>
                                                               1999               1998                1997
                                                          -------------       ------------       ------------
                                                                              (IN MILLIONS)
<S>                                                       <C>                 <C>                <C>
     Service cost.......................................  $        36.7       $       33.2       $       32.5
     Interest cost on projected benefit obligations.....          131.6              129.2              128.2
     Actual return on assets............................         (189.8)            (175.6)            (307.6)
     Net amortization and deferrals.....................            7.5                6.1              166.6
                                                          -------------       ------------       ------------
     Net Periodic Pension Cost (Credit).................  $       (14.0)      $       (7.1)      $       19.7
                                                          =============       ============       ============
</TABLE>

     The projected benefit obligations under the qualified and non-qualified
     pension plans were comprised of:

<TABLE>
<CAPTION>
                                                                                        DECEMBER 31,
                                                                              -------------------------------
                                                                                  1999                1998
                                                                              ------------       ------------
                                                                                        (IN MILLIONS)

<S>                                                                           <C>                <C>
     Benefit obligations, beginning of year.................................  $    1,933.4       $    1,801.3
     Service cost...........................................................          36.7               33.2
     Interest cost..........................................................         131.6              129.2
     Actuarial (gains) losses...............................................         (53.3)             108.4
     Benefits paid..........................................................        (123.1)            (138.7)
                                                                              ------------       ------------
     Subtotal before transfer...............................................       1,925.3            1,933.4
     Transfer of Non-qualified Pension Benefit Obligation
       to the Holding Company...............................................        (262.5)               -
                                                                              ------------       ------------
     Benefit Obligation, End of Year........................................  $    1,662.8       $    1,933.4
                                                                              ============       ============
</TABLE>


                                      F-27
<PAGE>



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

<TABLE>
<CAPTION>
                                                                                        DECEMBER 31,
                                                                              -------------------------------
                                                                                  1999                1998
                                                                              ------------       ------------
                                                                                        (IN MILLIONS)

<S>                                                                           <C>                <C>
     Plan assets at fair value, beginning of year...........................  $    2,083.1       $    1,867.4
     Actual return on plan assets...........................................         369.0              338.9
     Contributions..........................................................            .1                -
     Benefits paid and fees.................................................        (108.5)            (123.2)
                                                                              ------------       ------------
     Plan assets at fair value, end of year.................................       2,343.7            2,083.1
     Projected benefit obligations..........................................       1,925.3            1,933.4
                                                                              ------------       ------------
     Excess of plan assets over projected benefit obligations...............         418.4              149.7
     Unrecognized prior service cost........................................          (5.2)              (7.5)
     Unrecognized net (gain) loss from past experience different
       from that assumed....................................................        (197.3)              38.7
     Unrecognized net asset at transition...................................           (.1)               1.5
                                                                              ------------       ------------
     Subtotal before transfer...............................................         215.8              182.4
     Transfer of Accrued Non-qualified Pension Benefit Obligation
       to the Holding Company...............................................         183.0                -
                                                                              ------------       ------------
     Prepaid Pension Cost, Net..............................................  $      398.8       $      182.4
                                                                              ============       ============
</TABLE>

     The prepaid pension cost for pension plans with assets in excess of
     projected benefit obligations was $412.2 million and $363.9 million and the
     accrued liability for pension plans with projected benefit obligations in
     excess of plan assets was $13.5 million and $181.5 million at December 31,
     1999 and 1998, respectively.

     The pension plan assets include corporate and government debt securities,
     equity securities, equity real estate and shares of group trusts managed by
     Alliance. The discount rate and rate of increase in future compensation
     levels used in determining the actuarial present value of projected benefit
     obligations were 8.0% and 6.38%, respectively, at December 31, 1999 and
     7.0% and 3.83%, respectively, at December 31, 1998. As of January 1, 1999
     and 1998, the expected long-term rate of return on assets for the
     retirement plan was 10.0% and 10.25%, respectively.

     The Company recorded, as a reduction of shareholder's equity, an additional
     minimum pension liability of $.1 million, $28.3 million and $17.3 million,
     net of Federal income taxes, at December 31, 1999, 1998 and 1997,
     respectively, primarily representing the excess of the accumulated benefit
     obligation of the non-qualified pension plan over the accrued liability.
     The aggregate accumulated benefit obligation and fair value of plan assets
     for pension plans with accumulated benefit obligations in excess of plan
     assets were $325.7 million and $36.3 million, respectively, at December 31,
     1999 and $309.7 million and $34.5 million, respectively, at December 31,
     1998.

     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 $30.2 million,
     $31.8 million and $33.2 million for 1999, 1998 and 1997, 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 1999, 1998 and 1997, the Company made estimated postretirement
     benefits payments of $29.5 million, $28.4 million and $18.7 million,
     respectively.


                                      F-28
<PAGE>



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

<TABLE>
<CAPTION>
                                                               1999               1998                1997
                                                         -----------------   ----------------   -----------------
                                                                              (IN MILLIONS)

<S>                                                       <C>                 <C>                <C>
     Service cost.......................................  $         4.7       $        4.6       $        4.5
     Interest cost on accumulated postretirement
       benefits obligation..............................           34.4               33.6               34.7
     Unrecognized prior service costs...................           (7.0)               -                  -
     Net amortization and deferrals.....................            8.4                 .5                1.9
                                                         -----------------   ----------------   -----------------
     Net Periodic Postretirement Benefits Costs.........  $        40.5       $       38.7       $       41.1
                                                         =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>
                                                                                        DECEMBER 31,
                                                                              -------------------------------
                                                                                  1999                1998
                                                                              ------------       ------------
                                                                                        (IN MILLIONS)

<S>                                                                           <C>                <C>
     Accumulated postretirement benefits obligation, beginning
       of year..............................................................  $      490.4       $      490.8
     Service cost...........................................................           4.7                4.6
     Interest cost..........................................................          34.4               33.6
     Contributions and benefits paid........................................         (29.5)             (28.4)
     Actuarial gains........................................................         (29.0)             (10.2)
                                                                              ------------       ------------
     Accumulated postretirement benefits obligation, end of year............         471.0              490.4
     Unrecognized prior service cost........................................          26.9               31.8
     Unrecognized net loss from past experience different
       from that assumed and from changes in assumptions....................         (86.0)            (121.2)
                                                                              ------------       ------------
     Subtotal before transfer...............................................         411.9              401.0
     Transfer to the Holding Company........................................        (394.1)               -
                                                                              ------------       ------------
     Accrued Postretirement Benefits Cost...................................  $       17.8       $      401.0
                                                                              ============       ============
</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.

     The assumed health care cost trend rate used in measuring the accumulated
     postretirement benefits obligation was 7.5% in 1999, gradually declining to
     4.75% in the year 2010, and in 1998 was 8.0%, gradually declining to 2.5%
     in the year 2009. The discount rate used in determining the accumulated
     postretirement benefits obligation was 8.0% and 7.0% at December 31, 1999
     and 1998, respectively.

     If the health care cost trend rate assumptions were increased by 1%, the
     accumulated postretirement benefits obligation as of December 31, 1999
     would be increased 3.55%. The effect of this change on the sum of the
     service cost and interest cost would be an increase of 3.91%. If the health
     care cost trend rate assumptions were decreased by 1% the accumulated
     postretirement benefits obligation as of December 31, 1999 would be
     decreased by 4.38%. The effect of this change on the sum of the service
     cost and interest cost would be a decrease of 4.96%.


                                      F-29
<PAGE>



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, 1999 and 1998,
     respectively, was $797.3 million and $880.9 million. The average unexpired
     terms at December 31, 1999 ranged from two months to 5.0 years. At December
     31, 1999, the cost of terminating swaps in a loss position was $1.8
     million. Equitable Life maintains an interest rate cap program designed to
     hedge crediting rates on interest-sensitive individual annuities contracts.
     The outstanding notional amounts at December 31, 1999 of contracts
     purchased and sold were $7,575.0 million and $875.0 million, respectively.
     The net premium paid by Equitable Life on these contracts was $51.6 million
     and is being amortized ratably over the contract periods ranging from 1 to
     4 years. Income and expense resulting from this program are reflected as an
     adjustment to interest credited to policyholders' account balances.

     DLJ enters into certain contractual agreements referred to as derivatives
     or off-balance-sheet financial instruments primarily for trading purposes
     and to provide products for its clients. DLJ performs the following
     activities: writing over-the-counter ("OTC") options to accommodate
     customer needs; trading in forward contracts in U.S. government and agency
     issued or guaranteed securities; trading 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 also enters into swap agreements, primarily equity, interest
     rate and foreign currency swaps. DLJ is not significantly involved in
     commodity derivative instruments.

     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, 1999 and 1998.

                                      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,
                                             --------------------------------------------------------------------
                                                           1999                               1998
                                             ---------------------------------  ---------------------------------
                                                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..........  $    3,270.0     $     3,239.3     $     2,809.9     $    2,961.8
     Other limited partnership interests....         647.9             647.9             562.6            562.6
     Policy loans...........................       2,257.3           2,359.5           2,086.7          2,370.7
     Policyholders' account balances -
       investment contracts.................      12,740.4          12,800.5          12,892.0         13,396.0
     Long-term debt.........................         850.9             834.9           1,002.4          1,025.2

     Closed Block Financial Instruments:
     -----------------------------------
     Mortgage loans on real estate..........  $    1,704.2     $     1,650.3     $     1,633.4     $    1,703.5
     Other equity investments...............          36.3              36.3              56.4             56.4
     Policy loans...........................       1,593.9           1,712.0           1,641.2          1,929.7
     SCNILC liability.......................          22.8              22.5              25.0             25.0

     Discontinued Operations Financial
     ---------------------------------
     Instruments:
     ------------
     Mortgage loans on real estate..........  $      454.6     $       467.0     $       553.9     $      599.9
     Fixed maturities.......................          85.5              85.5              24.9             24.9
     Other equity investments...............          55.8              55.8             115.1            115.1
     Guaranteed interest contracts..........          33.2              27.5              37.0             34.0
     Long-term debt.........................         101.9             101.9             147.1            139.8
</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 $59.4 million to affiliated real estate joint
     ventures; and to provide equity financing to certain limited partnerships
     of $373.8 million at December 31, 1999, 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 $24.9 million of letters of credit outstanding at
     December 31, 1999.

15)  LITIGATION

     The Company
     -----------

     Life Insurance and Annuity Sales Cases

     A number of lawsuits are pending as individual claims and purported class
     actions against Equitable Life, its subsidiary insurance company and a
     former insurance subsidiary. 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 different jurisdictions, and are in varying stages of
     discovery and motions for class certification.

     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 Company's management believes that the ultimate resolution of
     these cases should not have a material adverse effect on the financial
     position of the Company. The Company'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 Company'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 Company's
     management believes that the ultimate resolution of this matter should not
     have a material adverse effect on the financial position of the Company.
     The Company'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 Company's results of operations in any particular period.

     Agent Health Benefits Case

     Equitable Life is a defendant in an action, certified as a class action in
     March 1999, in the United States District Court for the Northern District
     of California, alleging, among other things, that Equitable Life violated
     ERISA by eliminating certain alternatives pursuant to which agents of
     Equitable Life could qualify for health care coverage. The class consists
     of "[a]ll current, former and retired Equitable agents, who while

                                      F-32
<PAGE>


     associated with Equitable satisfied [certain alternatives] to qualify for
     health coverage or contributions thereto under applicable plans."
     Plaintiffs allege various causes of action under ERISA, including claims
     for enforcement of alleged promises contained in plan documents and for
     enforcement of agent bulletins, breach of unilateral contract, breach of
     fiduciary duty and promissory estoppel. The parties are currently engaged
     in discovery. Although the outcome of any litigation cannot be predicted
     with certainty, the Company's management believes that the ultimate
     resolution of this matter should not have a material adverse effect on the
     financial position of the Company. The Company'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 Company's results of operations in any
     particular period.

     Prime Property Fund Case

     In January 2000, the California Supreme Court denied the Company's petition
     for review of an October 1999 decision by the California Superior Court of
     Appeal. Such decision reversed the dismissal by the Supreme Court of Orange
     County, California of an action which was commenced in 1995 by a real
     estate developer in connection with a limited partnership formed in 1991
     with the Company on behalf of Prime Property Fund ("PPF"). The Company
     serves as investment manager for PPF, an open-end, commingled real estate
     separate account of the Company for pension clients. Plaintiff alleges
     breach of fiduciary duty and other claims principally in connection with
     PPF's 1995 purchase and subsequent foreclosure of the loan which financed
     the partnership's property. Plaintiff seeks compensatory and punitive
     damages. The case has been remanded to the Superior Court for further
     proceedings. Although the outcome of litigation cannot be predicted with
     certainty, the Company's management believes that the ultimate resolution
     of this matter should not have a material adverse effect on the financial
     position of the Company. The Company's management cannot make an estimate
     of loss, if any, or predict whether or not this matter will have a material
     adverse effect on the Company'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 Holding 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. In December 1999, the United States District Court for the
     Southern District of New York granted the defendants' motion for summary
     judgment on all claims against all defendants. Later in December 1999, the
     plaintiffs filed motions for reconsideration of the Court's ruling. These
     motions are currently pending with the Court.

     In connection with the Reorganization; Alliance assumed any liabilities
     which Alliance Holding may have with respect to this action. Alliance and
     Alliance Holding believe that the allegations in the amended complaint are
     without merit and intend to vigorously defend against these claims. While
     the ultimate outcome of this matter cannot be determined at this time,
     management of Alliance Holding and Alliance do not expect that it will have
     a material adverse effect on Alliance Holding's or Alliance's results of
     operations or financial condition.

     DLJSC
     -----

     Donaldson, Lufkin & Jenrette Securities Corporation ("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. In April
     1999, the complaint against DLJSC and the other defendants was dismissed.
     The plaintiffs have appealed. DLJSC intends to defend itself vigorously
     against all the allegations contained in the complaint.

     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. In March
     1999, the Court granted motions for summary judgment filed by DLJSC and the
     other defendants. The plaintiffs have appealed. DLJSC intends to defend
     itself vigorously against all the allegations contained in the complaint.

     In November 1998, three purported class actions were filed in the U.S.
     District Court for the Southern District of New York against more than 25
     underwriters of initial public offering securities, including DLJSC. The
     complaints allege that defendants conspired to fix the "fee" paid for
     underwriting initial public offering securities by setting the
     underwriters' discount or "spread" at 7%, in violation of the Federal
     antitrust laws. The complaints seek treble damages in an unspecified amount
     and injunctive relief as well as attorneys' fees and costs. In March 1999,
     the plaintiffs filed a consolidated amended complaint. A motion by all
     defendants

                                      F-33
<PAGE>


     to dismiss the complaints on several grounds is pending. Separately, the
     U.S. Department of Justice has issued a Civil Investigative Demand to
     several investment banking firms, including DLJSC, seeking documents and
     information relating to "alleged" price-fixing with respect to underwriting
     spreads in initial public offerings. The Justice Department has not made
     any charges against DLJSC or the other investment banking firms. DLJSC is
     cooperating with the Justice Department in providing the requested
     information and believes that no violation of law by DLJSC has occurred.

     Although there can be no assurance, DLJ's management does not believe that
     the ultimate resolution of the litigations described above to which DLJSC
     is a party 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 litigations 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 information technology equipment and office
     furniture and equipment. Future minimum payments under noncancelable leases
     for 2000 and the four successive years are $111.2 million, $93.3 million,
     $78.3 million, $71.9 million, $66.5 million and $523.7 million thereafter.
     Minimum future sublease rental income on these noncancelable leases for
     2000 and the four successive years is $5.2 million, $4.1 million, $2.8
     million, $2.8 million, $2.8 million and $23.8 million thereafter.

     At December 31, 1999, the minimum future rental income on noncancelable
     operating leases for wholly owned investments in real estate for 2000 and
     the four successive years is $120.7 million, $113.5 million, $96.0 million,
     $79.7 million, $74.1 million and $354.6 million thereafter.

17)  OTHER OPERATING COSTS AND EXPENSES

     Other operating costs and expenses consisted of the following:

<TABLE>
<CAPTION>
                                                               1999               1998                1997
                                                          -------------       ------------       ------------
                                                                              (IN MILLIONS)

<S>                                                       <C>                 <C>                <C>
     Compensation costs.................................  $     1,010.6       $      772.0       $      721.5
     Commissions........................................          549.5              478.1              409.6
     Short-term debt interest expense...................           16.7               26.1               31.7
     Long-term debt interest expense....................           76.3               84.6              121.2
     Amortization of policy acquisition costs...........          314.5              292.7              287.3
     Capitalization of policy acquisition costs.........         (709.9)            (609.1)            (508.0)
     Writedown of policy acquisition costs..............          131.7                -                  -
     Rent expense, net of sublease income...............          113.9              100.0              101.8
     Cursitor intangible assets writedown...............            -                  -                120.9
     Other..............................................        1,294.0            1,056.8              917.9
                                                          -------------       ------------       ------------
     Total..............................................  $     2,797.3       $    2,201.2       $    2,203.9
                                                         =================   ================   =================
</TABLE>


                                      F-34
<PAGE>



     During 1997, the Company restructured certain operations in connection with
     cost reduction programs and recorded a pre-tax provision of $42.4 million.
     The amount paid during 1999 associated with cost reduction programs totaled
     $15.6 million. At December 31, 1999, the remaining liabilities associated
     with cost reduction programs was $8.8 million. The 1997 cost reduction
     program included costs related to employee termination and exit costs.

18)  INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

     Equitable Life is restricted as to the amounts it may pay as shareholder
     dividends. 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 1999, 1998 and 1997, statutory net income (loss) totaled
     $547.0 million, $384.4 million and ($351.7) million, respectively.
     Statutory surplus, capital stock and Asset Valuation Reserve ("AVR")
     totaled $5,570.6 million and $4,728.0 million at December 31, 1999 and
     1998, respectively. In September 1999, $150.0 million in dividends were
     paid to the Holding Company by Equitable Life, the first such payment since
     Equitable Life's demutualization in 1992.

     At December 31, 1999, the Insurance Group, in accordance with various
     government and state regulations, had $26.8 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
     shareholder's equity under GAAP are primarily: (a) the 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) external
     and certain internal costs incurred to obtain or develop internal use
     computer software during the application development stage is capitalized
     under GAAP but expensed under SAP; (e) Federal income taxes are generally
     accrued under SAP based upon revenues and expenses in the Federal income
     tax return while under GAAP deferred taxes provide for timing differences
     between recognition of revenues and expenses for financial reporting and
     income tax purposes; (f) the 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 (g) 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 $75.6
     million, $61.8 million and $84.1 million for 1999, 1998 and 1997,
     respectively, are included in total revenues of the Investment Services
     segment. These fees, excluding amounts related to discontinued operations
     of $.5 million, $.5 million and $4.2 million for 1999, 1998 and 1997,
     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>
     1999
     ----
     Segment revenues.....................  $     4,283.0     $    2,052.7       $      (23.8)     $    6,311.9
     Investment (losses) gains............         (199.4)           111.5                -               (87.9)
                                            -------------     ------------       ------------      ------------
     Total Revenues.......................  $     4,083.6     $    2,164.2       $      (23.8)     $    6,224.0
                                            =============     ============       ============      ============

     Pre-tax operating earnings...........  $       895.7     $      427.0       $        -        $    1,322.7
     Investment (losses) gains , net of
       DAC and other charges..............         (208.4)           110.5                -               (97.9)
     Non-recurring DAC adjustments........         (131.7)             -                  -              (131.7)
     Pre-tax minority interest............            -              216.8                -               216.8
                                            -------------     ------------       ------------      ------------
     Earnings from Continuing
       Operations.........................  $       555.6     $      754.3       $        -        $    1,309.9
                                            =============     ============       ============      ============

     Total Assets.........................  $    86,842.7     $   12,961.7       $       (8.9)     $   99,795.5
                                            =============     ============       ============      ============


     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
                                            =============     ============       ============      ============
</TABLE>


                                      F-36
<PAGE>



<TABLE>
<CAPTION>
                                                                   INVESTMENT
                                                INSURANCE           SERVICES        ELIMINATION           TOTAL
                                               -------------     ------------       ------------      ------------

<S>                                            <C>               <C>                <C>               <C>
        1997
        ----
        Segment revenues.....................  $     3,990.8     $    1,200.0       $       (7.7)     $    5,183.1
        Investment (losses) gains............         (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 (losses) gains, 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>


20)  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

     The quarterly results of operations for 1999 and 1998 are summarized below:

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                     ------------------------------------------------------------------------
                                        MARCH 31           JUNE 30          SEPTEMBER 30         DECEMBER 31
                                     -------------      -------------       ------------         ------------
                                                                    (IN MILLIONS)
<S>                                  <C>                <C>                 <C>                  <C>
     1999
     ----
     Total Revenues................  $     1,484.3      $     1,620.3       $    1,512.1         $    1,607.3
                                     =============      =============       ============         ============

     Earnings from Continuing
       Operations..................  $       187.3      $       222.6       $      186.5         $      182.1
                                     =============      =============       ============         ============

     Net Earnings..................  $       182.0      $       221.3       $      183.1         $      220.2
                                     =============      =============       ============         ============

     1998
     ----
     Total Revenues................  $     1,470.2      $     1,422.9       $    1,297.6         $    1,372.0
                                     =============      =============       ============         ============

     Earnings from Continuing
       Operations..................  $       212.8      $       197.0       $      136.8         $      158.9
                                     =============      =============       ============         ============

     Net Earnings..................  $       213.3      $       198.3       $      137.5         $      159.1
                                     =============      =============       ============         ============
</TABLE>



                                      F-37
<PAGE>



21)  INVESTMENT IN DLJ

     At December 31, 1999, the Company's ownership of DLJ interest was
     approximately 31.71%. The Company's ownership interest in DLJ will continue
     to be reduced upon the exercise of options granted to certain DLJ employees
     and the vesting of forfeitable restricted stock units acquired by DLJ
     employees. DLJ restricted stock units represent 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,
                                                                              -------------------------------
                                                                                  1999                1998
                                                                              ------------       ------------
                                                                                        (IN MILLIONS)
<S>                                                                           <C>                <C>
     Assets:
     Trading account securities, at market value............................  $   27,982.4       $   13,195.1
     Securities purchased under resale agreements...........................      29,538.1           20,063.3
     Broker-dealer related receivables......................................      44,998.1           34,264.5
     Other assets...........................................................       6,493.5            4,759.3
                                                                              ------------       ------------
     Total Assets...........................................................  $  109,012.1       $   72,282.2
                                                                              ============       ============

     Liabilities:
     Securities sold under repurchase agreements............................  $   56,474.4       $   35,775.6
     Broker-dealer related payables.........................................      37,207.4           26,161.5
     Short-term and long-term debt..........................................       6,518.6            3,997.6
     Other liabilities......................................................       4,704.5            3,219.8
                                                                              ------------       ------------
     Total liabilities......................................................     104,904.9           69,154.5
     DLJ's company-obligated mandatorily redeemed preferred
       securities of subsidiary trust holding solely debentures of DLJ......         200.0              200.0
     Total shareholders' equity.............................................       3,907.2            2,927.7
                                                                              ------------       ------------
     Total Liabilities, Cumulative Exchangeable Preferred Stock and
       Shareholders' Equity.................................................  $  109,012.1       $   72,282.2
                                                                              ============       ============

     DLJ's equity as reported...............................................  $    3,907.2       $    2,927.7
     Unamortized cost in excess of net assets acquired in 1985
       and other adjustments................................................          22.9               23.7
     The Holding Company's equity ownership in DLJ..........................      (1,341.4)          (1,002.4)
     Minority interest in DLJ...............................................      (1,479.3)          (1,118.2)
                                                                              ------------       ------------
     The Company's Carrying Value of DLJ....................................  $    1,109.4       $      830.8
                                                                              ============       ============
</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>
                                                                1999               1998               1997
                                                            ------------       ------------      -------------
                                                                               (IN MILLIONS)

<S>                                                         <C>                <C>               <C>
     Commission, fees and other income..................... $    4,145.1       $    3,150.5      $     2,430.7
     Net investment income.................................      2,175.3            2,189.1            1,652.1
     Principal Transactions, net...........................        825.9               67.4              557.7
                                                            ------------       ------------      -------------
     Total revenues........................................      7,146.3            5,407.0            4,640.5
     Total expenses including income taxes.................      6,545.6            5,036.2            4,232.2
                                                            ------------       ------------      -------------
     Net earnings..........................................        600.7              370.8              408.3
     Dividends on preferred stock..........................         21.2               21.3               12.2
                                                            ------------       ------------      -------------
     Earnings Applicable to Common Shares.................. $      579.5       $      349.5      $       396.1
                                                            ============       ============      =============

     DLJ's earnings applicable to common shares as
       reported............................................ $      579.5       $      349.5      $       396.1
     Amortization of cost in excess of net assets
       acquired in 1985....................................          (.9)               (.8)              (1.3)
     The Holding Company's equity in DLJ's earnings........       (222.7)            (136.8)            (156.8)
     Minority interest in DLJ..............................       (172.9)             (99.5)            (109.1)
                                                            ------------       ------------      -------------
     The Company's Equity in DLJ's Earnings................ $      183.0       $      112.4      $       128.9
                                                            ============       ============      =============
</TABLE>

22)  ACCOUNTING FOR STOCK-BASED COMPENSATION

     The Holding Company sponsors a stock incentive 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 1999,
     1998 and 1997 would have been $757.1 million, $678.4 million and $426.3
     million, respectively.

     The fair values of options granted after December 31, 1994, used as a basis
     for the pro forma disclosures above, were estimated as of the grant dates
     using the Black-Scholes option pricing model. The option pricing
     assumptions for 1999, 1998 and 1997 follow:

<TABLE>
<CAPTION>
                                 HOLDING COMPANY                      DLJ                            ALLIANCE
                          ------------------------------ ------------------------------- ----------------------------------
                            1999      1998       1997      1999       1998      1997       1999       1998         1997
                          --------- ---------- --------- ---------- --------- ---------- --------- ------------ -----------
<S>                        <C>        <C>       <C>        <C>        <C>       <C>       <C>         <C>         <C>
     Dividend yield......  0.31%      0.32%     0.48%      0.56%      0.69%     0.86%     8.70%       6.50%       8.00%

     Expected volatility.   28%        28%       20%        36%        40%       33%       29%         29%         26%

     Risk-free interest
       rate..............  5.46%      5.48%     5.99%      5.06%      5.53%     5.96%     5.70%       4.40%       5.70%

     Expected life
       in years..........    5          5         5          5          5         5         7          7.2         7.2

     Weighted average
       fair value per
       option at
       grant-date........  $10.78    $11.32     $6.13     $17.19     $16.27    $10.81     $3.88       $3.86       $2.18
</TABLE>


                                      F-39
<PAGE>



     A summary of the Holding Company, DLJ and Alliance's option plans 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, 1997........      13.4           $10.40         22.2         $14.03           10.0          $ 9.54
       Granted................       6.4           $20.93          6.4         $30.54            2.2          $18.28
       Exercised..............      (3.2)          $10.13          (.2)        $16.01           (1.2)         $ 8.06
       Forfeited..............       (.8)          $11.72          (.2)        $13.79            (.4)         $10.64
                               ---------------               -------------                 ---------------

     Balance as of
       December 31, 1997......      15.8           $14.53         28.2         $17.78           10.6          $11.41
       Granted................       8.6           $33.13          1.5         $38.59            2.8          $26.28
       Exercised..............      (2.2)          $10.59         (1.4)        $14.91            (.9)         $ 8.91
       Forfeited..............       (.8)          $23.51          (.1)        $17.31            (.2)         $13.14
                               ---------------               -------------                 ---------------

     Balance as of
       December 31, 1998......      21.4           $22.00         28.2         $19.04           12.3          $14.92
       Granted................       4.3           $31.70          4.8         $45.23            2.0          $30.18
       Exercised..............      (2.4)          $13.26         (2.2)        $34.61           (1.5)         $ 9.51
       Forfeited..............       (.6)          $24.29          (.1)        $15.85            (.3)         $17.79
                               ---------------               -------------                 ---------------

     Balance as of
       December 31, 1999......      22.7           $24.60         30.7         $23.30           12.5          $17.95
                               ===============               =============                 ===============
</TABLE>


                                      F-40
<PAGE>



     Information about options outstanding and exercisable at December 31, 1999
     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>                 <C>
$ 9.06   -$13.88             5.6               4.2            $10.50             10.9                $18.98
$14.25   -$22.63             5.2               7.7            $20.95              -                    -
$25.32   -$34.59             8.2               8.7            $29.08              -                    -
$40.97   -$41.28             3.7               8.6            $41.28              -                    -
                      -----------------                                    ------------------
$ 9.06   -$41.28            22.7               7.3            $24.60             10.9                $18.98
                      ================= ================ ===============   ==================   ================

         DLJ
--------------------
$13.50    -$25.99           20.2               8.4            $14.61             20.6                $16.62
$26.00    -$38.99            4.9               7.8            $33.99              -                    -
$39.00    -$52.875           4.8               9.0            $43.28              -                    -
$53.00    -$76.875            .8               9.7            $57.09              -                    -
                      -----------------                                    ------------------
$13.50    -$76.875          30.7               8.4            $23.30             20.6                $16.62
                      ================= ================ ===============   ==================   ================

      Alliance
--------------------
$ 3.66    -$ 9.81            2.6               3.8            $ 8.31              2.2                $ 8.12
$ 9.88    -$12.56            3.3               5.6            $11.16              2.6                $10.92
$13.75    -$18.47            1.8               7.9            $18.34               .7                $18.34
$18.78    -$26.31            2.8               8.9            $26.16               .6                $26.06
$27.31    -$30.94            2.0               9.9            $30.24              -                    -
                      -----------------                                    ------------------
$ 3.66    -$30.94           12.5               7.0            $17.95              6.1                $12.12
                      ================= ================ ===============   ==================   ================

</TABLE>

                                      F-41

<PAGE>


                                     PART C

                               OTHER INFORMATION
                               -----------------

Item 24. Financial Statements and Exhibits.

         (a) Financial Statements

         1.   Separate Account No. 45:

              - Report of Independent Accountants - PricewaterhouseCoopers
                LLP;
              - Statements of Assets and Liabilities for the Year Ended
                December 31, 1999;
              - Statements of Operations for the Year Ended December 31,
                1999;
              - Statements of Changes in Net Assets for the Years Ended
                December 31, 1999 and 1998; and
              - Notes to Financial Statements.

         2.   The Equitable Life Assurance Society of the United States:

              - Report of Independent Accountants - PricewaterhouseCoopers
                LLP;
              - Consolidated Balance Sheets as of December 31, 1999 and
                1998;
              - Consolidated Statements of Earnings for Years Ended
                December 31, 1999, 1998 and 1997;
              - Consolidated Statements of Equity for Years Ended December
                31, 1999, 1998 and 1997;
              - Consolidated Statements of Cash Flows for Years Ended
                December 31, 1999, 1998 and 1997; and
              - Notes to Consolidated Financial Statements.


         (b)  Exhibits.

         The following exhibits are filed herewith:

         1.   Resolutions of the Board of Directors of The Equitable Life
              Assurance Society of the United States ("Equitable") authorizing
              the establishment of the Registrant, incorporated herein by
              reference to exhibit(1) to Registration Statement No. 333-05593 on
              June 10, 1996.

         2.   Not applicable.

         3.   (a)  Form of Distribution Agreement dated as of January 1, 1998
                   among The Equitable Life Assurance Society of the United
                   States for itself and as depositor on behalf of certain
                   separate accounts and Equitable Distributors, Inc.,
                   incorporated herein by reference to Exhibit 3(b) to
                   Registration Statement no. 333-05593, filed May 1, 1998.

              (b)  Distribution and Servicing Agreement among Equico Securities,
                   Inc. (now AXA Advisors, LLC), The Equitable Life Assurance
                   Society of the United States and Equitable Variable Life
                   Insurance Company, dated as of May 1, 1994, incorporated
                   herein by reference to Exhibit No. 3(c) to the Registration
                   Statement on Form N-4 (File no. 2-30070) filed on February
                   14, 1995.

              (c)  Letter of Agreement for Distribution Agreement among The
                   Equitable Life Assurance Society of the United States and EQ
                   Financial Consultants, Inc. (now AXA Advisors, LLC), dated
                   April 20, 1998, incorporated herein by reference to Exhibit
                   No. 3(c) to Registration Statement (File No. 33-83750) on
                   Form N-4, filed May 1, 1998.



                                      C-1
<PAGE>



         4.   (a)  Form of group annuity contract no. 1050-94IC, incorporated
                   herein by reference to Exhibit 4(a) to the Registration
                   Statement on Form N-4 (File No. 33-83750), filed February 27,
                   1998.

              (b)  Forms of group annuity certificate nos. 94ICA and 94ICB,
                   incorporated herein by reference to Exhibit 4(b) to the
                   Registration Statement on Form N-4 (File No. 33-83750), filed
                   February 27, 1998.



                                      C-2
<PAGE>



              (c)  Forms of endorsement nos. 94ENIRAI, 94ENNQI and 94ENMVAI to
                   contract no. 1050-94IC and data pages nos. 94ICA/BIM and
                   94ICA/BMVA, incorporated herein by reference to Exhibit 4(c)
                   to the Registration Statement on Form N-4 (File No.
                   33-83750), filed February 27, 1998.

              (d)  Form of endorsement No. 98ENJONQI to Contract Form No.
                   1050-94IC and the Certificates under the Contract,
                   incorporated herein by reference to Exhibit 4(n) to
                   Registration Statement No. 333-05593 filed December 31, 1997.

              (e)  Form of endorsement No. 98Roth to Contract Form No. 1050-94IC
                   and the Certificates under the Contract, incorporated herein
                   by reference to Exhibit 4(o) to Registration Statement No.
                   333-05593 filed December 31, 1997.

              (f)  Form of Custodial Owned Roth IRA endorsement no. 98COROTH to
                   Contract No. 1050-94IC, incorporated herein by reference to
                   Exhibit 4(p) to Registration Statement No. 333-05593, filed
                   May 1, 1998.

              (g)  Form of endorsement (Form No. 2000 ENRAI-IM) -- Beneficiary
                   Continuation Option for use with certain contracts,
                   incorporated herein by reference to Exhibit 4(i)(j) to the
                   Registration Statement (File No. 333-24009) filed April 26,
                   2000.

              (h)  Form of data pages for Equitable Accumulator Advisor
                   (to be filed by amendment).

        5.    Form of Enrollment Form/Application for Equitable Accumulator
              Advisor (to be filed by amendment).


        6.    (a)  Restated Charter of Equitable, as amended January 1, 1997,
                   incorporated herein by reference to Exhibit 6(a) to
                   Registration Statement No. 333-05593 filed March 6, 1997.

              (b)  By-Laws of Equitable, as amended November 21, 1996,
                   incorporated herein by reference to Exhibit 6(b) to
                   Registration Statement No. 333-05593 filed March 6, 1997.

         7.   Not applicable.


         8.   Form of Participation Agreement among EQ Advisors Trust,
              Equitable, Equitable Distributors, Inc. and EQ Financial
              Consultants, Inc. (now AXA Advisors, LLC), incorporated by
              reference to the Registration Statement of EQ Advisors Trust
              on Form N-1A. (File Nos. 333-17217 and 811-07953), filed
              August 28, 1997.

         9.   Opinion and Consent of Dodie Kent, Assistant Vice President and
              Counsel of Equitable Life, as to the legality of the securities
              being offered.

        10.   (a)  Consent of Independent Public Accountants.

              (b)  Powers of Attorney incorporated herein by reference to
                   Exhibit No. 10(b) to Registration Statement No. 333-79379
                   filed April 25, 2000.


        11.   Not applicable.

        12.   Not applicable.

        13.   (a) Formulae for Determining Money Market Fund Yield for a
                  Seven-Day Period, incorporated herein by reference to Exhibit
                  13(a) to Registration Statement No. 333-05593 filed
                  June 7, 1996.

                                      C-3
<PAGE>

              (b)  Formulae for Determining Cumulative and Annualized Rates of
                   Return, incorporated herein by reference to Exhibit 13(b) to
                   Registration Statement No. 333-05593 filed June 7, 1996.

              (c)  Formulae for Determining Standardized Performance Value and
                   Annualized Average Performance Ratio incorporated herein by
                   reference to Exhibit 13(c) to Registration Statement No.
                   333-05593 filed June 7, 1996.


                                      C-4
<PAGE>
Item 25: Directors and Officers of Equitable.


         Set forth below is information regarding the directors and principal
         officers of Equitable. Equitable's address is 1290 Avenue of Americas,
         New York, New York 10104. The business address of the persons whose
         names are preceded by an asterisk is that of Equitable.

                                            POSITIONS AND
NAME AND PRINCIPAL                          OFFICES WITH
BUSINESS ADDRESS                            EQUITABLE
----------------                            ---------

DIRECTORS



Francoise Colloc'h                          Director
AXA
25, Avenue Matignon
75008 Paris, France

Henri de Castries                           Director
AXA
25, Avenue Matignon
75008 Paris, France

Claus-Michael Dill                          Director
Gereonsdriesch 9-11
50670 Cologne, Germany

Joseph L. Dionne                            Director
198 North Wieton Rd.
New Canaan, Ct 06840

Denis Duverne                               Director
AXA
25, Avenue Matignon
75008 Paris, France

Jean-Rene Fourtou                           Director
Aventis
25 Quai Paul Doumer
92408 Courbevoie Cedex,
France

Norman C. Francis                           Director
Xavier University of Louisiana
7325 Palmetto Street
New Orleans, LA 70125

                                      C-5
<PAGE>

                                            POSITIONS AND
NAME AND PRINCIPAL                          OFFICES WITH
BUSINESS ADDRESS                            EQUITABLE
----------------                            ---------

Donald J. Greene                            Director
LeBouef, Lamb, Greene & MacRae
125 West 55th Street
New York, NY 10019-4513

John T. Hartley                             Director
Harris Corporation
1025 NASA Boulevard
Melbourne, FL 32919

John H.F. Haskell, Jr.                      Director
Warburg Dillon Read LLC
299 Park Ave 40th Floor
New York, NY 10171

Nina Henderson                              Director
Bestfoods
International Plaza
700 Sylvan Avenue
Englewood Cliffs, NJ 07632-9976

W. Edwin Jarmain                            Director
Jarmain Group Inc.
121 King Street West
Suite 2525
Toronto, Ontario M5H 3T9,
Canada

George T. Lowy                              Director
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019

                                      C-6
<PAGE>

                                            POSITIONS AND
NAME AND PRINCIPAL                          OFFICES WITH
BUSINESS ADDRESS                            EQUITABLE
----------------                            ---------

Didier Pineau-Valencienne                   Director
c/o Schneider Electric
Credit Suisse First Boston
64, rue de Miromesmil
75008 Paris, France

George J. Sella, Jr.                        Director
P.O. Box 397
Newton, NJ 07860

Peter J. Tobin                              Director
St. John's University
8000 Utopia Parkway
Jamaica, NY  11439

Dave H. Williams                            Director
Alliance Capital Management Corporation
1345 Avenue of the Americas
New York, NY 10105

OFFICER-DIRECTORS
-----------------

*Michael Hegarty                            President, Chief Operating
                                            Officer and Director

*Edward D. Miller                           Chairman of the Board,
                                            Chief Executive Officer
                                            and Director

*Stanley B. Tulin                           Vice Chairman of the Board,
                                            Chief Financial Officer and Director

OTHER OFFICERS
--------------

*Leon Billis                                Executive Vice President
                                            and Chief Information Officer

*Derry Bishop                               Executive Vice President and
                                            Managing Director of Retail
                                            Distribution

*Harvey Blitz                               Senior Vice President

*Robert T. Brockbank                        Executive Vice President and
                                            AXA Group Deputy Chief
                                            Information Officer

*Kevin R. Byrne                             Senior Vice President and Treasurer

*John A. Caroselli                          Executive Vice President

*Selig Ehrlich                              Senior Vice President and
                                            Chief Actuary

*Alvin H. Fenichel                          Senior Vice President and
                                            Controller

                                      C-7
<PAGE>

                                            POSITIONS AND
NAME AND PRINCIPAL                          OFFICES WITH
BUSINESS ADDRESS                            EQUITABLE
----------------                            ---------

*Paul J. Flora                              Senior Vice President and Auditor

*Robert E. Garber                           Executive Vice President and
                                            Chief Legal Officer

*James D. Goodwin                           Vice President

*Edward J. Hayes                            Senior Vice President

*Craig A. Junkins                           Senior Vice President

*Donald R. Kaplan                           Senior Vice President, Chief
                                            Compliance Officer and Associate
                                            General Counsel

*Michael S. Martin                          Executive Vice President and
                                            Managing Director of Retail
                                            Distribution

*Richard J. Matteis                         Executive Vice President

*Peter D. Noris                             Executive Vice President and Chief
                                            Investment Officer

*Brian S. O'Neil                            Executive Vice President

*Anthony C. Pasquale                        Senior Vice President

*Pauline Sherman                            Senior Vice President, Secretary
                                            and Associate General Counsel

*Samuel B. Shlesinger                       Senior Vice President and Actuary

*Richard V. Silver                          Senior Vice President and
                                            General Counsel

*Jose Suquet                                Senior Executive Vice President and
                                            Chief Distribution Officer

*Naomi J. Weinstein                         Vice President

*Gregory G. Wilcox                          Executive Vice President

*R. Lee Wilson                              Executive Vice President

*Maureen K. Wolfson                         Vice President



                                      C-8

<PAGE>

Item 26. Persons Controlled by or Under Common Control with the Insurance
         Company or Registrant.

         Separate Account No. 45 of The Equitable Life Assurance Society of the
United States (the "Separate Account") is a separate account of Equitable.
Equitable, a New York stock life insurance company, is a wholly owned
subsidiary of AXA Financial, Inc. (the "Holding Company"), a publicly traded
company.

         The largest stockholder of the Holding Company is AXA which as of
June 30, 2000 beneficially owned 60.3% of the Holding Company's outstanding
common stock. AXA is able to exercise significant influence over the operations
and capital structure of the Holding Company and its subsidiaries, including
Equitable. AXA, a French company, is the holding company for an international
group of insurance and related financial services companies.



                                      C-9
<PAGE>


                  ORGANIZATION CHART OF EQUITABLE'S AFFILIATES

AXA Financial, Inc. (formerly the Equitable Companies, Incorporated) (1991)
(Delaware)


    Donaldson Lufkin & Jenrette, Inc. (1933) (Delaware) (38.31%)
    (See Addendum B(1) for subsidiaries)

    AXA Client Solutions, LLC (1999) (Delaware)

        AXA Distribution Holding Corporation (1999) (Delaware)

            AXA Advisors, LLC (formerly EQ Financial Consultants, Inc. (1971)
            Delaware)(a)(b)

        The Equitable Life Assurance Society of the United States (1989)
        (New York)(a)(b)

             The Equitable of Colorado, Inc. (l983) (Colorado)


             EVLICO East Ridge, Inc. (1995) (California)

             GP/EQ Southwest, Inc. (1995) (Texas)

             Franconom, Inc. (1985) (Pennsylvania) (50.00%)

             Frontier Trust Company (1987) (North Dakota)

             Gateway Center Buildings, Garage, and Apartment Hotel, Inc.
             (inactive) (pre-l970) (Pennsylvania)

             Equitable Deal Flow Fund, L.P.

                 Equitable Managed Assets (Delaware)

             Real Estate Partnership Equities (various)

             EREIM LP Associates (99%)

                 EML Associates, L.P. (19.8%)

             Alliance Capital Management L.P. (2.7% limited partnership
             interest)


             ACMC, Inc. (1991) (Delaware)(s) (Note 5)

                 Alliance Capital Management L.P. (1988) (Delaware)
                 (38.6% limited partnership interest)

             EVSA, Inc. (1992) (Pennsylvania)

             Prime Property Funding, Inc. (1993) (Delaware)

             Wil Gro, Inc. (1992) (Pennsylvania)

             Equitable Underwriting and Sales Agency (Bahamas) Limited (1993)
             (Bahamas)



(a) Registered Broker/Dealer      (b) Registered Investment Advisor


                                        i
<PAGE>



AXA Financial, Inc. (cont.)
    Donaldson Lufkin & Jenrette, Inc. (cont.)
    AXA Client Solutions, LLC (cont.)
       AXA Distribution Holding Corp. (cont.)
       Equitable Life Assurance Society of the United States (cont.)


             Fox Run, Inc. (1994) (Massachusetts)

             STCS, Inc. (1992) (Delaware)

             CCMI Corporation (1994) (Maryland)

             HVM Corporation (199 ) (Maryland)

             EVSA Incorporated (    ) (Delaware)

             FTM Corporation (1994) (Maryland)

             Equitable BJVS, Inc. (1992) (California)

             Equitable Rowes Wharf, Inc. (1995) (Massachusetts)


             ELAS Realty, Inc. (1996) (Delaware)

             ELAS Realty, Inc. (Georgia)

             Equitable Structured Settlement Corporation (1996) (Delaware)

             Prime Property Funding II, Inc. (1997) (Delaware)

             Sarasota Prime Hotels, Inc. (1997) (Florida)

             ECLL, Inc. (1997) (Michigan)


             Equitable Holdings LLC (1997) (New York) (into which Equitable
             Holding Corporation was merged in 1997)

               ELAS Securities Acquisition Corp. (l980) (Delaware)

               100 Federal Street Realty Corporation (    ) (Massachusetts)

               100 Federal Street Funding Corporation (Massachusetts)

               EquiSource of New York, Inc. (1986) (New York)  (See
               Addendum A for subsidiaries)

               Equitable Casualty Insurance Company (l986) (Vermont)

               EREIM LP Corp. (1986) (Delaware)


                   EREIM LP Associates (L.P.) (1%)

                       EML Associates (L.P.) (.02%)


(a) Registered Broker/Dealer      (b) Registered Investment Advisor


                                       ii
<PAGE>

AXA Financial, Inc. (cont.)
  Donaldson Lufkin & Jenrette, Inc. (cont.)
  AXA Client Solutions, LLC (cont.)
     AXA Distribution Holding Corp. (cont.)
     The Equitable Life Assurance Society of the United States (cont.)

        Equitable Holdings, LLC (cont.)


              Equitable JVS, Inc. (1988) (Delaware)

                   Astor/Broadway Acquisition Corp. (1990) (New York)

                   Astor Times Square Corp. (1990) (New York)

                   PC Landmark, Inc. (1990) (Texas)

                   Equitable JVS II, Inc. (1994) (Maryland)


                   EJSVS, Inc. (1995) (New Jersey)

              Donaldson, Lufkin & Jenrette, Inc. (1985 by EIC; 1993 by EQ and
              EHC) (Delaware) (31.47%) (See Addendum B(1) for
              subsidiaries)

              JMR Realty Services, Inc. (1994) (Delaware)

              Equitable Investment Corporation (l97l) (New York)


                   Stelas North Carolina Limited Partnership (50% limited
                   partnership interest) (l984)

                   Equitable JV Holding Corporation (1989) (Delaware)

                   Alliance Capital Management Corporation (l991) (Delaware) (b)
                   (See Addendum B(2) for subsidiaries)


                   Equitable Capital Management Corporation (l985)
                   (Delaware) (b)
                      Equitable Capital Private Income and Equity
                      Partnership II, L.P. (Delaware)


                   EQ Services, Inc. (1992) (Delaware)

                   EREIM Managers Corp. (1986) (Delaware)


                      ML/EQ Real Estate Portfolio, L.P. (Delaware)

                          EML Associates, L.P. (New York)


                   (a) Registered Broker/Dealer (b) Registered Investment
                   Advisor


                                     iii
<PAGE>

                 ORGANIZATION CHART OF EQUITABLE'S AFFILIATES


                            ADDENDUM A - SUBSIDIARY
                        OF EQUITABLE HOLDINGS, LLC
                       HAVING MORE THAN FIVE SUBSIDIARIES

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

EquiSource of New York, Inc. (formerly Traditional Equinet Business Corporation
of New York) has the following subsidiaries that are brokerage companies to
make available to Equitable Agents within each state traditional (non-equity)
products and services not manufactured by Equitable:

      EquiSource of Alabama, Inc. (1986) (Alabama)
      EquiSource of Arizona, Inc. (1986) (Arizona)
      EquiSource of Arkansas, Inc. (1987) (Arkansas)
      EquiSource Insurance Agency of California, Inc. (1987) (California)
      EquiSource of Colorado, Inc. (1986) (Colorado)
      EquiSource of Delaware, Inc. (1986) (Delaware)
      EquiSource of Hawaii, Inc. (1987) (Hawaii)
      EquiSource of Maine, Inc. (1987) (Maine)
      EquiSource Insurance Agency of Massachusetts, Inc. (1988)
      (Massachusetts)
      EquiSource of Montana, Inc. (1986) (Montana)
      EquiSource of Nevada, Inc. (1986) (Nevada)
      EquiSource of New Mexico, Inc. (1987) (New Mexico)
      EquiSource of Pennsylvania, Inc. (1986) (Pennsylvania)

      EquiSource of Puerto Rico, Inc. (1997) (Puerto Rico)

      EquiSource Insurance Agency of Utah, Inc. (1986) (Utah)
      EquiSource of Washington, Inc. (1987) (Washington)
      EquiSource of Wyoming, Inc. (1986) (Wyoming)


                                     iv
<PAGE>

                  ORGANIZATION CHART OF EQUITABLE'S AFFILIATES
                      ADDENDUM B - INVESTMENT SUBSIDIARIES
                       HAVING MORE THAN FIVE SUBSIDIARIES

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

Donaldson, Lufkin & Jenrette, Inc. has the following subsidiaries, and
approximately 150 other subsidiaries, most of which are special
purpose\subsidiaries (the number fluctuates according to business needs):

         Donaldson, Lufkin & Jenrette, Securities Corporation (1985)
         (Delaware) (a) (b)
              Wood, Struthers & Winthrop Management Corp. (1985)
              (Delaware) (b)
         Autranet, Inc. (1985) (Delaware) (a)
         DLJ Real Estate, Inc.
         DLJ Capital Corporation (b)
         DLJ Mortgage Capital, Inc. (1988) (Delaware)

Alliance Capital Management Corporation (as general partner) (b) has the
following subsidiaries:


      Alliance Capital Management L.P. (1988) (Delaware) (b)
            Albion Alliance LLC  (Delaware) (37.6%)
            Cursitor Alliance LLC (Delaware) (93%)
            Cursitor Alliance Holdings Ltd.  (U.K.)
             Draycott Partners, Ltd  (MA)
             Cursitor Alliance Services Ltd.  (U.K.)
             Cursitor Management Co. S.A.  (Lux.)
             Alliance Asset Allocation Ltd.  (U.K.)
                Cursitor Eaton Asset Allocation Management Co.  (NY) (50%)
                Alliance Cecogest S.A.  (France) (75%)
                      Cursitor Courtage SARL  (France)
                      Cursitor Gestion S.A.  (France)
    Alliance Capital Management Corporation of  Delaware  (Delaware) (100%)
      Alliance Fund Services, Inc.  (Delaware) (a)
      Alliance Fund Distributors, Inc.  (Delaware) (a)
      Alliance Capital Oceanic Corp.  (Delaware)
      Alliance Capital Management (Brazil) Ltd.  (Brazil) (99%)
      Alliance Capital Management Australia Limited  (Australia)
      Meiji - Alliance Capital Corp.  (Delaware) (50%)
      Alliance Capital (Luxembourg) S.A.  (Lux.) (99%)
      Alliance Barra Research Institute, Inc.  (Delaware)
      Alliance Capital Management Canada, Inc.  (Delaware)
      Alliance Capital Global Derivatives Corp.  (Delaware)
      ACM Fund Services, S.A.  (Lux.) (99%)
         ACM Fund Services (Espana) S.L.  (Spain)
      Alliance Capital Management (Singapore) Ltd.  (Singapore)
      ACM CIIC Investment Management Ltd.  (Cayman Islands) (54%)
      ACM Software Services Ltd.  (Delaware)
      East Fund Managementberatung GmbH.  (Australia) (51%)
        Albion Alliance EFM  (Czech) (49%)
        East Fund Management (Cyprus) Ltd.  (Cyprus) (99%)
          EFM Consultanta Financiara Bucuresti SRL  (Romania)
      Alliance Capital (Mauritius) Private Ltd.  (Mauritius)
            Alliance Capital Asset Management (India) Private Ltd.
               (India) (75%)
         ACSYS Software India Private Ltd.  (India) (51%)
       ACAM Trust Company Private Ltd.  (India)
       Alliance Eastern Europe, Inc.  (Delaware)
       Alliance Capital Management (Asia) Ltd.  (Delware)
       Alliance Capital Management (Turkey) Ltd.  (Turkey)
       Alliance Capital Mangement (Japan) Inc. 1261  (Delaware)
          Alliance Capital Invest Tr. Mgmt. K.K.  (Japan)
       Alliance Capital Limited  (U.K)
          Alliance Capital Services Ltd.  (U.K.)
                      Dimentional Trust Management Ltd.  (U.K)
       Alliance Corporate Finance Group Inc.  (Delaware)
       BCN Alliance Capital Management SA  (Brazil) (50%)
       Przymierze Trust Fund Co.  (Poland) (49%)
       Alliance SBS-AGRO Captial Management Co.  (Russia) (49%)
       Pekao/Alliance PTE S.A.  (Poland) (49%)
       Whittingdale Holdings Ltd.  (U.K.)
          Alliance Capital Whittingdale Ltd.  (U.K)
          ACM Investments Ltd.  (U.K.)
          Whittingdale Nominees Ltd.  (U.K.)
        Hanwha Investment Trust Mgmt. Co., Ltd.  (South Korea) (20%)
        New Alliance Asset Mangement (Asia) Ltd.  (H.K.) (50%)
        ACM New-Alliance (Luxemborg) S.A.  (Lux.)
        Alliance Odyssey Capital Mgmt. (Porprietary) Ltd.  (South Africa) (80%)
         Alliance-MBCA Capital (Private) Ltd.  (Zimbabwe) (50%)
         Alliance Odyssey Capital Mgmt. (Nambia) (Proprietary) Ltd.  (Nambia)



             (a) Registered Broker/Dealer      (b) Registered Investment Advisor


                                    v
<PAGE>


                               AXA GROUP CHART

The information listed below is dated as of January 1, 2000; percentages
shown represent voting power. The name of the owner is noted when AXA
indirectly controls the company.

                          AXA INSURANCE AND REINSURANCE

COMPANY                           COUNTRY        VOTING POWER
-------                           -------        ------------

AXA Assurances IARD               France         100% by AXA France Assurance

AXA Assurances Vie                France         6.48% by AXA Assurances IARD,
                                                 82.40% by AXA France Assurance
                                                 and 11.13% by AXA Collectives

AXA Courtage IARD                 France         99.77% by AXA France Assurance

AXA Conseil Vie                   France         100% by AXA France Assurance

AXA Conseil IARD                  France         100% by AXA France Assurance

Direct Assurances Vie             France         100% by AXA Direct

Juridica                          France         7.81% by AXA Assurance IARD,
                                                 89.27% by AXA France Assurance
                                                 1.44% by AXA Courtage IARD

AXA Assistance                    France         100% by AXA

AXA Collectives                   France         94.47% by AXA France Assurance,
                                                 3.69% by AXA Assurances IARD
                                                 and 1.25% by AXA Courtage IARD

NSM Vie                           France         40.64% by AXA France Assurance

AXA Global Risks                  France         98.49% by AXA France
                                                 Assurance

Argovie                           France         94.03% by AXA Collectives

S.P.S. Re                         France         69.03% by AXA Reassurance

                                       vi

<PAGE>

COMPANY                           COUNTRY        VOTING POWER
-------                           -------        ------------

Direct Assurance                  France         100% by AXA Direct

Natio Assurances                  France         50% by AXA Assurances IARD

AXA Assistance                    France         100% by AXA

AXA Reassurance                   France         86.33% by AXA, 8.25% by AXA
                                                 Assurances IARD, 5.07% by
                                                 AXA Global Risks, 0.13% by
                                                 AXA France Assurances and
                                                 0.02% by AXA Collectives

AXA Re Finance                    France         79% owned by AXA Reassurance

AXA Cessions                      France         100% by AXA

UAB                               Belgium        100% by AXA Holdings Belgium

Ardenne Prevoyante                Belgium        99.99% by AXA Holdings Belgium
                                                 and 0.01% by AXA Royale Belge

Assurance Courtraisienne          Belgium        100% by AXA Holdings Belgium

AXA Royale Belge                  Belgium        99.57% by AXA Holdings Belgium
                                                 and 0.43% by UAB

Assurances de la Poste            Belgium        50% by AXA Holdings Belgium

Assurances de la Poste Vie        Belgium        50% by AXA Holdings Belgium

C.G.R.M. Monte Carlo              France         99.99% by AXA Reassurance

AXA Assurance Vie Luxembourg      Luxembourg     100% by AXA Luxembourg S.A.

Paneurore                         Luxembourg     5% by AXA Portugal Companhia de
                                                 Seguros, 20% by AXA Colonia
                                                 Versicherungs, 5% by AXA
                                                 Assicurazioni, 10% by Aurora
                                                 Iberica SA de Seguros y Reas,
                                                 20% by AXA Insurance IK,
                                                 20% by Royale Belge
                                                 Investissement and
                                                 20% by Saint George Re

Crealux                           Luxembourg     100% by AXA Holdings Belgium

Futur Re                          Luxembourg     100% by AXA Global Risks

AXA Assurances Luxembourg         Luxembourg     100% by AXA Luxembourg SA

Hilo Direct Seguros y Reaseguros  Spain          71.43% by AXA Aurora

Ayuda Legal SA de Seguros y       Spain          88% by AXA Aurora Iberica SA de
Reaseguros                                       Seguros y Reaseguros and 12% by
                                                 AXA Seguros de Seguros
                                                 Reaseguros

Aurora Iberica SA de              Spain          99.82% by AXA Aurora
Seguros y Reaseguros

AXA Seguros de Seguros y          Spain          1.45% by AXA and 97.06% by
Reasegiros                                       Aurora Iberica SA de Seguros y
                                                 Reas

Eurovita                          Italy          30% owned by AXA Assicurazioni

UAP Vita                          Italy          62.21% by AXA, 18.70% by AXA
                                                 Conseil Vie, and 19.08% by AXA
                                                 Collectives

AXA Interlife                     Italy          100% by AXA

AXA Assicurazioni                 Italy          84.10% by AXA, 11.70% by
                                                 Grupo UAP Italiana, 2.11% by
                                                 AXA Conseil Vie and 2.07%%
                                                 by AXA Collectives

AXA Equity & Law Plc              U.K.           100% by AXA Sun Life
Assurance Society

AXA Global Risks (U.K) Ltd        U.K.           100% by AXA Global Risks
                                                 (France)

English & Scottish                U.K.           100% by AXA UK

AXA UK                            U.K.           100% by AXA

AXA Sun Life                      U.K.           100% by Sun Life and Provincial
                                                 Holdings Plc

AXA UK Holding Ltd.               U.K.           100% by AXA Reassurance

Guardian Insurance Ltd.           U.K.           100% by Guardian Royal Exchange
                                                 Plc

GREA Assurance                    U.K.           100% by Guardian Royal
                                                 Exchange Plc

PPP Group Plc.                    U.K.           100% by Guardian Royal
                                                 Exchange Plc

PPP Healthcare Ltd.               U.K.           100% by Guardian Royal
                                                 Exchange Plc

PPP Lifetimecare                  U.K.           100% by Guardian Royal
                                                 Exchange Plc

AXA Insurance UK                  U.K.           100% by Guardian Royal
                                                 Exxchange Plc

AXA Reinsurance UK Plc.           U.K.           100% by AXA UK Holding Ltd.

AXA Sun Life Holdings Plc.        U.K.           100% by SLPH

AXA Nederland BV                  The Nether-    51.31% AXA Royal Belge, 38.94%
                                  lands          by Gelderland and 4.11% by
                                                 AXA Holdings Belgium

AXA Schade                        The Nether-    100% by AXA Verzekeringen
                                  lands

AXA Zorg NV                       The Nether-    100% by UAP Verzekeringen
                                  lands

Vinci BV                          The Nether-    100% by AXA
                                  lands

AXA Leven NV                      The Nether-    100% by AXA Verzekeringen
                                  lands

UAP Niew Rotterdam Beheer         The Nether-    100% by AXA Nederland BV
                                  lands

AXA Zorg NV                       The Nether-    100% by AXA Verzekeringen
                                  lands

AXA Portugal Companhia de         Portugal       9.63% by AXA Global Risk, 2.28%
Serguros                                         by AXA Portugal Seguros
                                                 Vida, 5.71% by AXA Conseil Vie
                                                 and 81.93% by AXA
                                                 Participations

AXA Portugal Seguros Vida         Portugal       87.63% by AXA Conseil Vie and
                                                 7.46% by AXA Participations

AXA Compagnie d' Assurances       Switzerland    99.95% AXA Participations

AXA Compagnie d' Assurances       Switzerland    94.99% by AXA Participations
sur la Vie                                       and 5.01% by AXA Compagnie
                                                 d'Assurance.

AXA Al Amane Assurances           Morocco        99.99% by AXA Ona

Epargne Croissance                Morocco        99.59% by AXA Al Amane
                                                 Assurances

Compagnie Africaine               Morocco        100% by AXA Al Almane
d'Assurance                                      Assurances

AXA Canada                        Canada         100% by AXA

AXA Canada ADP                    Canada         100% by AXA Canada

AXA Colonia Krankenversicherung   Germany        51% by AXA Colonia Konzern AG
                                                 and 48.36% by AXA Colonia Leben

Colonia Nordstern Versicherungs   Germany        100% by AXA Colonia Konzern AG

Sicher Direct                     Germany        50% by AXA Colonia Konzern AG
                                                 and 50% by AXA Direct

Albingia Versicherung             Germany        98.98% by GRE Continental
                                                 Europe Holding Gmbh

Albingia Lebenversicherung        Germany        100% by Albingia Versicherung

AXA Colonia Leben                 Germany        50% by AXA Colonia Konzern AG
                                                 and 50% by AXA Colonia
                                                 Versicherung

AXA Colonia Versicherung          Germany        100% by AXA Colonia Konzern AG

AXA Norstern Art                  Germany        100% by AXA Colonia Konzern AG

Tellit Vie                        Germany        100% by AXA-Colonia Konzern
                                                 AG

National Mutual Financial         Australia      100% by National Mutual
Services                                         Holdings

AXA Oyak Hayat Sigorta            Turkey         100% by AXA Oyak Holding AS

AXA Oyak Sigorta                  Turkey         0.70% by AXA Oyak Hayat
                                                 Sigorta and 70.32% by AXA
                                                 Oyak Holding AS

AXA Minmerals Assurance Co. Ltd.  China          51% by AXA China

                                       vii

<PAGE>

COMPANY                           COUNTRY        VOTING POWER
-------                           -------        ------------

AXA Non Life Insurance Co. Ltd.   Japan          100% by AXA Direct

AXA Life Insurance                Japan          100% by AXA

Dongbu AXA Life                   South Korea    100% by AXA

AXA Insurance Investment          Singapore      100% by AXA
Holdings

AXA Insurance Singapore           Singapore      100% by AXA Insurance
                                                 Investment Holding

AXA Life Singapore                Singapore      100% by National Mutual
                                                 International

GRE Singapore Branch              Singapore      100% by AXA

AXA Life Hong Kong                Singapore      100% by AXA

AXA Insurance Hong Kong           Hong Kong      82.5% by AXA Insurance
                                                 Investment Holdings Pte Ltd
                                                 and 17.5% by AXA

National Mutual Asia Ltd.         Hong Kong      53.8% by National Mutual
                                                 Holdings, Ltd and 20% by Detura

AXA China Region Ltd.             Hong Kong      73.55% by National Mutual
                                                 Holdings

Guardian Insurance Ltd.           Hong Kong      100% by AXA
Hong Kong

The Equitable Life Assurance      U.S.A.         100% by AXA Financial Inc.
Society of the United States
(ELAS)

AXA Reinsurance                   U.S.A.         100% by AXA America

AXA America                       U.S.A.         100% by AXA Reassurance

AXA Global Risks US               U.S.A.         96.39% by AXA Global Risks and
                                                 3.61% by Colonia Nordstern
                                                 Versicherungs AG

AXA Re Life Insurance Company     U.S.A.         100% by AXA America

National Mutual Holdings          Australia      42.1% by AXA and 8.9% by
                                                 AXA Equity & Law Life
                                                 Assurance Society

National Mutual International     Australia      100% by National Mutual
                                                 Holdings Ltd

Australian Casualty Insurance     Australia      100% by National Mutual
Property Ltd                                     Holdings

National Mutual Health            Australia      100% by National Mutual
Insurance Pty Ltd                                Holdings Ltd

Guardian Dublin Docks             Ireland        100% by Guardian PMPA Group
                                                 Ltd.

Guardian PMPA Group Ltd.          Ireland        100 by Guardian Royal
                                                 Exchange Plc

Detura                            Hong Kong      75% by National Mutual Holdings

AXA Insurance Singapore           Singapore      100% by AXA Insurance
                                                 Investment Holdings

AXA Reinsurance Asia              Singapore      100% by AXA Reassurance

                                      viii

<PAGE>

COMPANY                           COUNTRY        VOTING POWER
-------                           -------        ------------

AXA Reinsurance U.K. Plc.         U.K.           100% owned by AXA U.K.
                                                 Holding Ltd.

Nordstern Colonia Versicherung    Austria        89.95% by AXA Colonia
                                                 Versicherungs
                                                 and 10.05% by Colonia Leben

                                       ix

<PAGE>

                       FINANCIAL SERVICES AND REAL ESTATE

COMPANY                           COUNTRY        VOTING POWER
-------                           -------        ------------

Compagnie Financiere de Paris     France         96.89% by AXa 0.27% by AXA
(C.F.P.)                                         Assurance IARD and 0.01% by
                                                 Societe Beaujon

AXA Banque                        France         98.7% by Compagnie
                                                 Financiere de Paris

AXA Credit                        France         65% by Compagnie
                                                 Financiere de Paris

Sofapi                            France         100% by Compagnie
                                                 Financiere de Paris

Holding Soffim                    France         100% by Compagnie
                                                 Financiere de Paris

Sofinad                           France         100% by Compagnie
                                                 Financiere de Paris

Banque des Tuileries              France         100% by Compagnie
                                                 Financiere de Paris

Banque de Marches et d'Arbitrage  France         19.51% by AXA and 8.2% by AXA
                                                 Courtage IARD

AXA Investment Managers           France         5.28% by AXA Royale Belge,
                                                 56.48 BY AXA, 1.02% by AXA
                                                 Reassurance, 19.46% by AXA
                                                 Assurance IARD, 5.12% by AXA
                                                 Colonia Konzern and 0.25% By
                                                 Direct Assurances, 2.63% by
                                                 AXA Leven NV, 5.10% by National
                                                 Fund Management, 2.03% by AXA
                                                 Courtege IARD

Banque Worms                      France         1.91% by AXA France Assurance,
                                                 5.32% by AXA Collectives, 6.30%
                                                 by AXA Courtage IARD, 3.06% by
                                                 AXA Conseil Vie, 10.72% by AXA
                                                 Assurances IARD, 21.63% by AXA
                                                 Assurance Vie, 49.56% by
                                                 Compagnie Financiere de Paris

Investment Managers Paris         France         100% by AXA Investment Managers

Transaxim                         France         100% by Compagnie Financiere
                                                 de Participations

AXA Millesimes                                   10.10% by AXA Reassurance,
                                                 11.95% by AXA Reassurance,
                                                 7.26% by Societe Beaujon,
                                                 6.87% by Jour Finance

AXA Colonia Asset Management      Germany        51% by AXA Investment
                                                 Managers and 49% by AXA
                                                 Colonia Konzern AG

AXA Colonia KAG                   Germany        51% by AXA Investment
                                                 Managers and 26.50% by AXA
                                                 Colonia Konzern AG

AXA Colonia Bausparkasse AG       Germany        66.67% by AXA Colonia
                                                 Konzern AG and 32.99% by
                                                 AXA Colonia Leben

Banque IPPA                       Belgium        100% by AXA Holdings Belgium

Royal Belge Investissement        Belgium        100% by AXA Royale Belge

AXA IM Bruxelles                  Belgium        100% by AXA Investment
                                                 Managers

AXA Banque Belgium                Belgium        100% by AXA Holdings Belgium

Royale Belge Investissement       Belgium        100% by AXA Royale Belge

Sun Life Asset Management         U.K.           66.67% by Sun Life and
                                                 Provincial Holdings Plc and
                                                 33.33% by AXA Asset Management
                                                 Ltd.

                                        x

<PAGE>

COMPANY                           COUNTRY        VOTING POWER
-------                           -------        ------------

Alliance Capital Management Corp. U.S.A.         100% held by The Equitable
                                                 Life Assurance Society

Donaldson Lufkin & Jenrette       U.S.A.         0.13% by AXA, 31.44% by
                                                 the ELAS, 38.27% by AXA
                                                 Financial Inc. and 1.31%
                                                 by AXA Participations Belgium

AXA IM Holdings Inc.              U.S.A.         100% by AXA Investment
                                                 Managers

AXA IM Rose                       U.S.A.         90% by AXA Investment
                                                 Managers and 10% by AXA IM
                                                 Holdings Inc.

AXA Rosenberg LLC                 U.S.A.         50% by AXA IM Rose

National Mutual Funds             Australia      100% owned by National
Management                                       Mutual Holdings

AXA Investment Managers           Japan          100% by AXA Investment
Tokyo                                            Managers

AXA Investment Managers           The Nether-    100% by AXA Investment
Den Haag                          lands          Managers

AXA IM HK SAR                     Hong Kong      100% by AXA Investment
                                                 Managers

AXA Investment Managers           Hong Kong      100% by AXA Investment
Hong Kong                                        Managers

                                       xi

<PAGE>

COMPANY                           COUNTRY        VOTING POWER
-------                           -------        ------------

S.G.C.I.                          France         100% by AXA

Compagnie Parisienne de           France         100% by Sofinad
Participations (C.P.P.)

Monte Scopeto                     France         99.99% by Compagnie
                                                 Parisienne de Participations

Colisee Jeuneurs                  France         99.82% by Colisee Suresnes and
                                                 0.17% by Compagnie Parislenne
                                                 de Participation

Colisee Delcasse                  France         99.98% by Colisee Suresnes

Colisee Victoire                  France         99.74% by S.G.C.I.

Colisee Suresnes                  France         21.19% by AXA Assurance IARD,
                                                 0.92% by Societe Beaujon,
                                                 51.07% by Compagnie Financiere
                                                 de Paris, 20.63% by Jour
                                                 Finance and 2.53% by AXA
                                                 Courtage IARD

Colisee 21 Matignon               France         99.44% by S.G.C.I. and 0.55% by
                                                 AXA

                                       xii

<PAGE>

COMPANY                           COUNTRY        VOTING POWER
-------                           -------        ------------

Colisee Saint Georges SA          France         100% by SGCI

                                      xiii

<PAGE>

                       HOLDINGS AND MISCELLANEOUS BUSINESS

COMPANY                           COUNTRY        VOTING POWER
-------                           -------        ------------

AXA Direct                        France         100% by AXA

Societe Beaujon                   France         100% by AXA

Lor Finance                       France         99.87% by AXA

Jour Finance                      France         60.47% by AXA Conseil Vie,
                                                 39.53% by AXA Assurance IARD


Financiere 45                     France         100% by AXA

Mofipar                           France         99.92% by AXA

AXA Participations                France         53.15% by AXA, 21.90% by AXA
                                                 Global Risks and 24.95% by AXA
                                                 Courtage IARD

Colisee Excellence                France         100% by Financiere Mermoz

Financiere Mermoz                 France         100% by AXA

AXA France Assurance              France         100% by AXA

AXA China                         France         49% by AXA Region Limited
                                                 and 51% by AXA

AXA Participations Belgium        Belgium        17.65% by AXA Global Risks,
                                                 75% by AXA, 1.82% by AXA
                                                 Conseil IARD and 5.53% by AXA
                                                 Courtage IARD

Finaxa Belgium                    Belgium        99.99% by AXA

AXA Holdings Belgium              Belgium        43.75% by AXA, 3.02% by AXA
                                                 Global Risks, 49.10% by AXA
                                                 Participations Belgium and
                                                 4.11% by Vinci BV

GRE Continental Europe            Germany        100% by AXA Cononia Konzern AG
Holding Gmbh

AXA-Colonia Konzern AG            Germany        39.73% by Vinci BV, 25.63% by
                                                 Kolnische Verwaltungs and
                                                 21.62% by AXA

Kolnische Verwaltungs             Germany        67.72% by Vinci BV, 22.99% by
                                                 AXA Colonia Konzern AG and
                                                 8.83% by AXA

AXA Luxembourg SA                 Luxembourg     100% by AXA Holdings Belgium

AXA Ona                           Morocco        51% by AXA Participations

Gelderland                        The Nether-    100% by AXA Holdings Belgium
                                  lands

AXA Oyak Holdings AS              Turkey         50% by AXA

AXA Financial Inc.                U.S.A.         4.12% by AXA Equity & Law
                                                 Life Assurance Society, 43.01
                                                 by AXA, 2.97% by AXA
                                                 Reassurance, 0.03% by AXA
                                                 America, 0.44% by Societe
                                                 Beaujon, 3.21% by Fianciere 45
                                                 and 6.46% by LOR Finance

AXA Aurora                        Spain          30% owned by AXA and 40% by
                                                 AXA Participations

AXA Equity & Law Plc              U.K.           99.94 by AXA Life

Sun Life and Provincial           U.K.           34.52% by AXA and 21.81% by
Holdings (SLPH)                                  AXA Equity & Law Plc

                                       xiv


<PAGE>

                  ORGANIZATION CHART OF EQUITABLE'S AFFILIATES

                                     NOTES
                                     -----

1.   The year of formation or acquisition and state or country of incorporation
     of each affiliate is shown.

2.   The chart omits certain relatively inactive special purpose real estate
     subsidiaries, partnerships, and joint ventures formed to operate or
     develop a single real estate property or a group of related properties,
     and certain inactive name-holding corporations.


3.   All ownership interests on the chart are 100% common stock ownership
     except: (a) AXA Financial, Inc.'s 38.6% interest in Donaldson, Lufkin &
     Jenrette, Inc., and Equitable Holdings, LLC's 31.7% interest in same; (b)
     as noted for certain partnership interests; (c) Equitable Life's ACMC,
     Inc.'s and Equitable Capital Management Corporation's limited partnership
     interests in Alliance Capital Management L.P.; and (d) as noted for certain
     subsidiaries of Alliance Capital Management Corp. of Delaware, Inc.

4.   The following entities are not included in this chart because, while they
     have an affiliation with The Equitable, their relationship is not the
     ongoing equity-based form of control and ownership that is characteristic
     of the affiliations on the chart, and, in the case of the first entity, it
     is under the direction of at least a majority of "outside" trustees:

                               EQ Advisors Trust
                               Separate Accounts


5.   This chart was last revised on January 1, 2000.




                                       xv




<PAGE>


Item 27. Number of Contractowners

         Currently, there are no holders of the contracts to be offered.


Item 28. Indemnification


     (a) Indemnification of Directors and Officers

         The By-Laws of The Equitable Life Assurance Society of the United
States ("Equitable Life") provide, in Article VII, as follows:

          7.4  Indemnification of Directors, Officers and Employees. (a) To the
               extent permitted by the law of the State of New York and subject
               to all applicable requirements thereof:

                 (i)  any person made or threatened to be made a party to any
                      action or proceeding, whether civil or criminal, by reason
                      of the fact that he or she, or his or her testator or
                      intestate, is or was a director, officer or employee of
                      the Company shall be indemnified by the Company;

                (ii)  any person made or threatened to be made a party to any
                      action or proceeding, whether civil or criminal, by reason
                      of the fact that he or she, or his or her testator or
                      intestate serves or served any other organization in any
                      capacity at the request of the Company may be indemnified
                      by the Company; and

               (iii)  the related expenses of any such person in any of said
                      categories may be advanced by the Company.

             (b)  To the extent permitted by the law of the State of New
                  York, the Company may provide for further indemnification or
                  advancement of expenses by resolution of shareholders of the
                  Company or the Board of Directors, by amendment of these
                  By-Laws, or by agreement. (Business Corporation Law
                  ss. 721-726; Insurance Law ss. 1216)

          The directors and officers of Equitable Life are insured under
policies issued by Lloyd's of London, X.L. Insurance Company and ACE Insurance
Company.  The annual limit on such policies is $100 million, and the policies
insure that officers and directors against certain liabilities arising out of
their conduct in such capacities.

     (b) Indemnification of Principal Underwriter

         To the extent permitted by law of the State of New York and subject to
all applicable requirements thereof, AXA Advisors, LLC has undertaken to
indemnify each of its directors and officers who is made or threatened to be
made a party to any action or proceeding, whether civil or criminal, by reason
of the fact the director or officer, or his or her testator or intestate, is or
was a director or officer of AXA Advisors, LLC.

     (c) Undertaking

         Insofar as indemnification for liability arising under the Securities
Act of 1933 ("Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


Item 29. Principal Underwriters


         (a) AXA Advisors, LLC, an affiliate of Equitable, is the principal
underwriter and depositor for Separate Account No. 45, Separate Account No. 301,
Separate Account A, Separate Account I, Separate Account FP and EQ Advisors
Trust. The principal business address of AXA Advisors, LLC is 1290 Avenue of the
Americas, New York, NY 10104.


         (b) Set forth below is certain information regarding the directors and
principal officers of AXA Advisors, LLC. The business address of the persons
whose names are preceded by an asterisk is that of AXA Advisors, LLC.

                                       C-25
<PAGE>
NAME AND PRINCIPAL                    POSITIONS AND OFFICES WITH UNDERWRITER
BUSINESS ADDRESS                      (AXA ADVISORS LLC)
----------------                      --------------------------------------


*Michael S. Martin                    Chairman of the Board, Acting President,
                                      Chief Executive Officer, and Director


*Derry E. Bishop                      Executive Vice President and Director

*Harvey E. Blitz                      Executive Vice President and Director

*G. Patrick McGunagle                 Executive Vice President and Director

*Richard V. Silver                    Director

*Mark R. Wutt                         Director

 Edward J. Hayes                      Executive Vice President
 200 Plaza Drive
 Secaucus, NJ  07096

*Craig A. Junkins                     Executive Vice President

*Peter D. Noris                       Executive Vice President

*Mark A. Silberman                    Senior Vice President and Chief
                                      Financial Officer

*James Bodowitz                       Senior Vice President and General Counsel


 Stephen T. Burnthall                 Senior Vice President
 6435 Shiloh Road
 Suite A
 Alpharetta, GA  30005

*Catherine P. Earl                    Senior Vice President


 Richard Magaldi                      Senior Vice President
 6435 Shiloh Road
 Suite A
 Alpharetta, GA  30005


*Robert Schmedt                       Senior Vice President


*John Bratten                         First Vice President



*Donna M. Dazzo                       First Vice President


*Amy Francesscheni                    First Vice President


*Anne Nussbaum                        First Vice President

*Philomena Scamardella                First Vice President


*David Mahler                         Vice President and Compliance Officer

*Mark D. Godofsky                     Vice President and Controller


*Linda J. Galasso                     Secretary


*Francesca Divone                     Assistant Secretary

         (c) The information under "Distribution of the Contracts" in the
Prospectus forming a part of this Registration Statement is incorporated herein
by reference.

<PAGE>

Item 30. Location of Accounts and Records

         The records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 to 31a-3 thereunder are
maintained by Equitable at 1290 Avenue of the Americas, New York,

                                     C-26
<PAGE>


New York 10104, 135 West 50th Street, New York, NY 10020, and 200 Plaza Drive,
Secaucus, NJ 07096. The policies files will be kept at Vantage Computer System,
Inc., 301 W. 11th Street, Kansas City, Mo. 64105.

Item 31. Management Services

         Not applicable.


Item 32. Undertakings

The Registrant hereby undertakes:

         (a)  to file a post-effective amendment to this registration statement
              as frequently as is necessary to ensure that the audited
              financial statements in the registration statement are never more
              than 16 months old for so long as payments under the variable
              annuity contracts may be accepted;

         (b)  to include either (1) as part of any application to purchase a
              contract offered by the prospectus, a space that an applicant can
              check to request a Statement of Additional Information, or (2) a
              postcard or similar written communication affixed to or included
              in the prospectus that the applicant can remove to send for a
              Statement of Additional Information;

         (c)  to deliver any Statement of Additional Information and any
              financial statements required to be made available under this
              Form promptly upon written or oral request.

Equitable represents that the fees and charges deducted under the Certificates
described in this Registration Statement, in the aggregate, in each case, are
reasonable in relation to the services rendered, the expenses to be incurred,
and the risks assumed by Equitable under the respective Certificates. Equitable
bases its representation on its assessment of all of the facts and
circumstances, including such relevant factors as: the nature and extent of such
services, expenses and risks, the need for Equitable to earn a profit, the
degree to which the Certificates include innovative features, and regulatory
standards for the grant of exemptive relief under the Investment Company Act of
1940 used prior to October 1996, including the range of industry practice. This
representation applies to all certificates sold pursuant to this Registration
Statement, including those sold on the terms specifically described in the
prospectuses contained herein, or any variations therein, based on supplements,
endorsements, data pages, or riders to any Certificate or prospectus, or
otherwise.

The Registrant hereby represents that it is relying on the November 28, 1998
no-action letter (Ref. No. IP-6-88) relating to variable annuity contracts
offered as funding vehicles for retirement plans meeting the requirements of
Section 403(b) of the Internal Revenue Code. Registrant further represents that
it will comply with the provisions of paragraphs (1)-(4) of that letter.


                                      C-27

<PAGE>

                                   SIGNATURES



         As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant has caused this Registration Statement to be signed
on its behalf, in the City and State of New York, on this 31st day of August,
2000.




                                           SEPARATE ACCOUNT No. 45 OF
                                           THE EQUITABLE LIFE ASSURANCE SOCIETY
                                           OF THE UNITED STATES
                                                    (Registrant)

                                           By: The Equitable Life Assurance
                                               Society of the United States
                                                    (Depositor)

                                           By: /s/ Naomi J. Weinstein
                                              ---------------------------------
                                                   Naomi J. Weinstein
                                                   Vice President,
                                                   The Equitable Life Assurance
                                                   Society of the United States


                                       C-28
<PAGE>

                                   SIGNATURES



         As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Depositor, has caused this Registration Statement to be signed
on its behalf, in the City and State of New York, on this 31st day of August,
2000.



                                           THE EQUITABLE LIFE ASSURANCE SOCIETY
                                           OF THE UNITED STATES
                                                      (Depositor)


                                           By: /s/ Naomi J. Weinstein
                                              ---------------------------------
                                                   Naomi J. Weinstein
                                                   Vice President,
                                                   The Equitable Life Assurance
                                                   Society of the United States



         As required by the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated:


PRINCIPAL EXECUTIVE OFFICERS:

*Michael Hegarty                           President, Chief Operating Officer
                                           and Director

*Edward D. Miller                          Chairman of the Board, Chief
                                           Executive Officer and Director

PRINCIPAL FINANCIAL OFFICER:

*Stanley B. Tulin                          Vice Chairman of the Board
                                           Chief Financial Officer and Director

PRINCIPAL ACCOUNTING OFFICER:

*Alvin H. Fenichel                         Senior Vice President and Controller




*DIRECTORS:

Francoise Colloc'h       Donald J. Greene             George T. Lowy
Henri de Castries        John T. Hartley              Edward D. Miller
Joseph L. Dionne         John H.F. Haskell, Jr.       Didier Pineau-Valencienne
Denis Duverne            Michael Hegarty              George J. Sella, Jr.
Jean-Rene Fourtou        Mary R. (Nina) Henderson     Peter J. Tobin
Norman C. Francis        W. Edwin Jarmain             Stanley B. Tulin
                                                      Dave H. Williams



*By: /s/Naomi J. Weinstein
     ------------------------
        Naomi J. Weinstein
        Attorney-in-Fact


August 31, 2000


                                       C-29
<PAGE>

                                 EXHIBIT INDEX

EXHIBIT NO.                                                   TAG VALUE
-----------                                                   ---------


9.              Opinion and Consent of Counsel                EX-99.9

10.             Consent of Independent Accountants            EX-99.10





                                     C-30



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