SEPARATE ACCOUNT NO 45 OF EQUITABLE LIFE ASSUR SOCIETY OF US, 485BPOS, 2000-04-26

SEPARATE ACCOUNT NO 45 OF EQUITABLE LIFE ASSUR SOCIETY OF US
485BPOS, 2000-04-26

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Registration No. 333-64751
Registration No. 811-08754
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 4 [X]

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

Amendment No. 26 [X]

(Check appropriate box or boxes)

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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

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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)

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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
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<PAGE>

Approximate Date of Proposed Public Offering: Continuous.

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

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

[X] On May 1, 2000 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.

<PAGE>
Equitable Accumulator
Plus(SM)

A variable deferred annuity contract

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

PROSPECTUS DATED MAY 1, 2000
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WHAT IS THE EQUITABLE ACCUMULATOR PLUS?

Equitable Accumulator Plus 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 and a number of payout options. You invest to accumulate
value on a tax-deferred basis in one or more of our variable investment
options. This contract may not currently be available in all states.

<TABLE>
<S> <C>
VARIABLE INVESTMENT OPTIONS
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FIXED INCOME
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o Alliance High Yield o Alliance Money Market

o Alliance Intermediate
Government Securities
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DOMESTIC STOCKS
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o EQ/Aggressive Stock(1) o EQ/Evergreen

o Alliance Common Stock o MFS Emerging Growth
Companies
o Alliance Growth and Income
o MFS Growth with Income
o EQ/Alliance Premier Growth
o MFS Research
o Alliance Small Cap Growth
o Mercury Basic Value Equity(3)
o EQ/Alliance Technology(2)
o EQ/Putnam Growth & Income
o BT Equity 500 Index Value

o BT Small Company Index o T. Rowe Price Equity Income

o Capital Guardian Research o Warburg Pincus Small Company
Value
o Capital Guardian U.S. Equity
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INTERNATIONAL STOCKS
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o Alliance Global o Morgan Stanley Emerging
Markets Equity
o Alliance International
o T. Rowe Price International
o BT International Equity Index Stock
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BALANCED/HYBRID
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o Alliance Conservative Investors o EQ/Evergreen Foundation
o Alliance Growth Investors o Mercury World Strategy(4)
o EQ/Putnam Balanced
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</TABLE>

(1) Formerly named "Alliance Aggressive Stock."
(2) May not be available in California.
(3) Formerly named "Merrill Lynch Basic Value Equity."
(4) 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.

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 ("Rollover
IRA") or Roth IRA ("Roth Conversion 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 $25,000 is required to purchase a contract. We add
an amount ("credit") to your contract with each contribution you make. Over
time, the amount of the credit may be more than offset by fees and charges
associated with the credit.

A registration statement relating to this offering has been filed with the
Securities and Exchange Commission ("SEC"). The statement of additional
information ("SAI") dated May 1, 2000 is a part of the registration statement.
The SAI is available free of charge. You may request one by writing to our
processing office or calling 1-800-789-7771. The SAI has been incorporated by
reference into this prospectus. This prospectus and the SAI can also be
obtained from the SEC's Web site at http://www.sec.gov. The table of contents
for the SAI appears at the back of this prospectus.

THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. THE CONTRACTS ARE NOT INSURED BY THE FDIC OR ANY OTHER
AGENCY. THEY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK AND ARE NOT
BANK GUARANTEED. THEY ARE SUBJECT TO INVESTMENT RISKS AND POSSIBLE LOSS OF
PRINCIPAL.

<PAGE>

Contents of this prospectus

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2
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<TABLE>
<S> <C>
EQUITABLE ACCUMULATOR PLUS(SM)
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Index of key words and phrases 4
Who is Equitable Life? 5
How to reach us 6
Equitable Accumulator Plus at a glance - key features 8
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FEE TABLE 10
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Examples 13
Condensed financial information 14

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1 CONTRACT FEATURES AND BENEFITS 15
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How you can purchase and contribute to your contract 15
Owner and annuitant requirements 18
How you can make your contributions 18
What are your variable investment options under the
contract? 18
Allocating your contributions 21
Credits 21
Guaranteed minimum death benefit 21
Your right to cancel within a certain number of days 22
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2 DETERMINING YOUR CONTRACT'S VALUE 23
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Your account value and cash value 23
Your contract's value in the variable investment options 23
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"We," "our," and "us" refer to Equitable Life.

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

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.
</TABLE>

<PAGE>

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3
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<TABLE>
<S> <C>
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3 TRANSFERRING YOUR MONEY AMONG THE
VARIABLE INVESTMENT OPTIONS 24
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Transferring your account value 24
Market timing 24
Dollar cost averaging your account value 24
Rebalancing your account value 24
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4 ACCESSING YOUR MONEY 26
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Withdrawing your account value 26
How withdrawals are taken from your account value 27
How withdrawals affect your guaranteed minimum
death benefit 27
Loans under rollover TSA contracts 28
Surrendering your contract to receive its cash value 29
When to expect payments 29
Your annuity payout options 29
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5 CHARGES AND EXPENSES 32
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Charges that Equitable Life deducts 32
Charges that EQ Advisors Trust deducts 34
Group or sponsored arrangements 34
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6 PAYMENT OF DEATH BENEFIT 36
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Your beneficiary and payment of benefit 36
How death benefit payment is made 37
Beneficiary continuation option 37
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7 TAX INFORMATION 39
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Overview 39
Transfers among variable 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 55
Impact of taxes to Equitable Life 57

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8 MORE INFORMATION 58
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About our Separate Account No. 45 58
About EQ Advisors Trust 58
About the general account 59
About other methods of payment 59
Dates and prices at which contract events occur 59
About your voting rights 60
About legal proceedings 60
About our independent accountants 60
Financial statements 61
Transfers of ownership, collateral assignments, loans,
and borrowing 61
Distribution of the contracts 61
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9 INVESTMENT PERFORMANCE 62
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Benchmarks 62
Communicating performance data 72
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APPENDICES
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I - Condensed financial information A-1
II - Purchase considerations for QP contracts B-1
III - Guaranteed minimum death benefit example C-1
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STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
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</TABLE>

<PAGE>

Index of key words and phrases

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

<TABLE>
<CAPTION>
PAGE IN
TERM PROSPECTUS
<S> <C>
account value 23
annuitant 15
annuity payout options 29
beneficiary 36
business day 59
cash value 23
conduit IRA 45
contract date 9
contract date anniversary 9
contract year 9
contributions to Roth IRAs 48
rollovers and direct transfers 48
conversion contributions 49
contributions to traditional IRAs 42
rollovers and transfers 43
credit 21
EQAccess 6
guaranteed minimum death benefit 21
IRA cover
IRS 39
NQ cover
participant 18
portfolio cover
processing office 6
QP cover
recharacterizations 45
Required Beginning Date 46
Rollover IRA cover
Rollover TSA cover
Roth IRA 48
Roth Conversion IRA cover
SAI cover
SEC cover
TOPS 6
TSA cover
traditional IRA 42
unit 24
variable investment options 18
</TABLE>

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

<TABLE>
<CAPTION>
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PROSPECTUS CONTRACT OR SUPPLEMENTAL MATERIALS
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<S> <C>
variable investment options Investment Funds
account value Annuity Account Value
unit Accumulation Unit
</TABLE>

<PAGE>

Who is Equitable Life?

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5
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We are The Equitable Life Assurance Society of the United States ("Equitable
Life"), a New York stock life insurance corporation. We have been doing
business since 1859. Equitable Life is a subsidiary of AXA Financial, Inc.
(previously, The Equitable Companies Incorporated). The majority shareholder
of AXA Financial, Inc. is AXA, a French holding company for an international
group of insurance and related financial services companies. As a majority
shareholder, and under its other arrangements with Equitable Life and
Equitable Life's parent, AXA exercises significant influence over the
operations and capital structure of Equitable Life and its parent. No company
other than Equitable Life, however, has any legal responsibility to pay
amounts that Equitable Life owes under the contract.

AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$462.7 billion in assets as of December 31, 1999. For over 100 years Equitable
Life has been among the largest insurance companies in the United States. We
are licensed to sell life insurance and annuities in all fifty states, the
District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home
office is located at 1290 Avenue of the Americas, New York, N.Y. 10104.

<PAGE>

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HOW TO REACH US

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

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FOR CONTRIBUTIONS SENT BY REGULAR MAIL:
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Equitable Accumulator Plus
P.O. Box 13014
Newark, NJ 07188-0014
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FOR CONTRIBUTIONS SENT BY EXPRESS DELIVERY:
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Equitable Accumulator Plus
c/o Bank One, N.A.
300 Harmon Meadow Boulevard, 3rd Floor
Attn: Box 13014
Secaucus, NJ 07094
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FOR ALL OTHER COMMUNICATIONS (E.G.,
REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY REGULAR MAIL:
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Equitable Accumulator Plus
P.O. Box 1547
Secaucus, NJ 07096-1547
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FOR ALL OTHER COMMUNICATIONS (E.G.,
REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY EXPRESS DELIVERY:
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Equitable Accumulator Plus
200 Plaza Drive, 4th Floor
Secaucus, NJ 07094
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REPORTS WE PROVIDE:
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o written confirmation of financial transactions;

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

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

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TELEPHONE OPERATED PROGRAM SUPPORT
("TOPS") AND EQACCESS SYSTEMS:
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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 (anticipated to be available through
EQAccess by the end of 2000);

o the number of units you have in the variable investment 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 variable
investment options (anticipated to be available through EQAccess by the
end of 2000);

o change your TOPS personal identification number (PIN) (not available
through EQAccess); and

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 Web site at http://www.equitable.com and clicking on EQAccess. 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>

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telephone or Internet instructions, we may be liable for any losses arising
out of any act or omission that constitutes negligence, 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").

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CUSTOMER SERVICE REPRESENTATIVE:
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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) conversion of a traditional IRA to a Roth Conversion IRA contract;

(2) election of the automatic investment program;

(3) election of the rebalancing program;

(4) requests for loans under Rollover TSA contracts;

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

(6) 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 variable 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) automatic investment program;

(2) dollar cost averaging;

(3) rebalancing;

(4) substantially equal withdrawals;

(5) systematic withdrawals; and

(6) the date annuity payments are to begin.

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

SIGNATURES:

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

<PAGE>

Equitable Accumulator Plus at a glance - key features

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<TABLE>
<S> <C>
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PROFESSIONAL Equitable Accumulator Plus' variable investment options invest in different portfolios managed
INVESTMENT by professional investment advisers.
MANAGEMENT
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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.
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o On transfers inside the No tax on transfers among variable investment options.
contract
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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.
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CONTRIBUTION AMOUNTS o Initial minimum: $25,000
o Additional minimum: $ 1,000
$100 monthly and $300 quarterly under our automatic
investment program (NQ contracts)
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Maximum contribution limitations may apply.
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CREDIT We allocate your contributions to your account value. We allocate a credit to your account
value at the same time that we allocate your contributions. The amount of the credit is
equal to 4% of each contribution. The credit is subject to recovery by us in certain limited
circumstances.
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ACCESS TO YOUR MONEY o Lump sum withdrawals
o Several withdrawal options on a periodic basis
o Loans under Rollover TSA contracts
o Contract surrender
You may incur a withdrawal charge for certain withdrawals or if you surrender your contract.
You may also incur income tax and a tax penalty.
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PAYOUT OPTIONS o Fixed annuity payout options
o Variable Immediate Annuity payout options
o Income Manager(R) payout options
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ADDITIONAL FEATURES o Guaranteed minimum death benefit
o Dollar cost averaging
o Automatic investment program
o Account value rebalancing (quarterly, semiannually, and annually)
o Free transfers
o Waiver of withdrawal charge for disability, terminal illness, or confinement to a nursing
home
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</TABLE>

<PAGE>

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<TABLE>
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<S> <C>
FEES AND CHARGES o Daily charges on amounts invested in the variable investment options for mortality and expense
risks, administrative, and distribution charges at a current annual rate of 1.60% (1.70%
maximum).

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

o During the first nine contract years following a contribution, a charge will be deducted from
amounts that you withdraw that exceed 15% of your account value. We use the account value on
the most recent contract date anniversary to calculate the 15% amount available. The charge is
8% in each of the first two contract years following a contribution. It declines by 1% each
year beginning in the third contract year to 1% in the ninth contract year. There is no
withdrawal charge in the tenth and later contract years following a contribution.
------------------------------------------------------------------------------------------------
The "contract date" is the effective date of a contract. This usually is the business day we
reveive 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 We deduct a $350 annuity administrative fee from amounts applied to the Variable Immediate
Annuity payout options.

o Annual expenses of EQ Advisors Trust portfolios are calculated as a percentage of the average
daily net assets invested in each portfolio. These expenses include management fees ranging
from 0.25% to 1.15% annually, 12b-1 fees of 0.25% annually, and other expenses.
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ANNUITANT ISSUE AGES NQ: 0-80
Rollover IRA, Roth Conversion IRA,
Rollover TSA: 20-78
QP: 20-70
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</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.

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 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

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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. Also, an
annuity administrative fee may apply when your annuity payments are to begin.
Each of the charges and expenses is more fully described in "Charges and
expenses" later in this prospectus.

<TABLE>
<S> <C>
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CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT OPTIONS EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY
NET ASSETS
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Mortality and expense risks(1) 1.10%*
Administrative 0.25% current (0.35% maximum)
Distribution 0.25%
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Total annual expenses 1.60% current (1.70% maximum)
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</TABLE>

<TABLE>
<S> <C> <C>
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CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE AT THE TIME YOU REQUEST CERTAIN TRANSACTIONS
- -------------------------------------------------------------------------------------------------- ---
Withdrawal charge as a percentage of contributions* (deducted if you Contract year
surrender your contract or make certain withdrawals. The withdrawal charge 1 ............. 8.00%
percentage we use is determined by the contract year in which you make the 2 ............. 8.00%
withdrawal or surrender your contract. For each contribution, we consider the 3 ............. 7.00%
contract year in which we receive that contribution to be "contract year 1")(2) 4 ............. 6.00%
5 ............. 5.00%
6 ............. 4.00%
7 ............. 3.00%
8 ............. 2.00%
9 ............. 1.00%
10+ ............ 0.00%

Charge if you elect a Variable Immediate Annuity payout option $350

</TABLE>

* These charges compensate us for certain risks we assume and expenses we
incur under the contract. They also compensate us for the expenses
associated with the credit. We expect to make a profit from these
charges.

<PAGE>

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EQ ADVISOR 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(3) 12b-1 FEES(4) LIMITATION)(5) LIMITATION)(6)
-------------- ----------------- ---------------- ---------------
<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%
BT Equity 500 Index 0.25% 0.25% 0.10% 0.60%
BT International Equity Index 0.35% 0.25% 0.40% 1.00%
BT Small Company Index 0.25% 0.25% 0.25% 0.75%
Capital Guardian Research 0.65% 0.25% 0.05% 0.95%
Capital Guardian U.S. Equity 0.65% 0.25% 0.05% 0.95%
EQ/Evergreen 0.65% 0.25% 0.05% 0.95%
EQ/Evergreen Foundation 0.60% 0.25% 0.10% 0.95%
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%
Mercury Basic Value Equity 0.60% 0.25% 0.10% 0.95%
Mercury World Strategy 0.70% 0.25% 0.25% 1.20%
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%
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%
Warburg Pincus Small Company Value 0.75% 0.25% 0.10% 1.10%

</TABLE>

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

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

<PAGE>

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(3) 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,
Warburg Pincus Small Company Value and T. Rowe Price International Stock
do not reflect the waiver of a portion of each portfolio's investment
management fees that are currently in effect. The management fee for each
portfolio cannot be increased without a vote of each portfolio's
shareholders.

(4) 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.

(5) The amounts shown as "Other Expenses" will fluctuate from year to year
depending on actual expenses. See footnote (6) 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 year
ended December 31, 1999. The restated expenses reflect an increase of
0.01% for each of these portfolios.

(6) 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
and EQ/Alliance Technology; 1.10% for Warburg Pincus Small Company Value;
1.00% for BT International Equity Index and MFS Emerging Growth
Companies; 0.95% for Capital Guardian U.S. Equity, Capital Guardian
Research, 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 BT Small Company Index; and 0.60% for BT Equity 500 Index. The
expense limitations for the BT Equity 500 Index, EQ/Putnam Growth &
Income Value, Mercury Basic Value Equity, MFS Growth with Income, MFS
Research, MFS Emerging Growth Companies, T. Rowe Price Equity Income, T.
Rowe Price International Stock and Warburg Pincus Small Company Value,
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; 0.30% for T. Rowe Price
International Stock; 0.46% for Mercury World Strategy; 0.23% for
EQ/Alliance Premier Growth; 0.10% for EQ/Alliance Technology; 0.24% for
Warburg Pincus Small Company Value; 0.49% for BT 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; 0.21% for T. Rowe Price Equity Income; 0.28% for
EQ/Putnam Balanced; 0.71% for BT Small Company Index; and 0.18% for BT
Equity 500 Index. 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 will be invested on or about May 1, 2000
for the EQ/Alliance Technology portfolio and therefore expenses have been
estimated.

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

<PAGE>

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

EXAMPLES

The examples below show the expenses that a hypothetical contract owner would
pay in the situations illustrated. We assume that a $1,000 contribution plus a
$40 credit 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 charges used in
the examples are the maximum charges rather than the lower current charges.

The examples should not be considered a representation of past or future
expenses for each option. Actual expenses may be greater or less than those
shown. Similarly, the annual rate of return assumed in the examples is not an
estimate or guarantee of future investment performance.

<TABLE>
<CAPTION>
IF YOU SURRENDER YOUR CONTRACT
AT THE END OF EACH PERIOD SHOWN,
THE EXPENSES WOULD BE:
--------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
EQ/Aggressive Stock $ 108.17 $ 156.47 $ 197.47 $ 312.63
Alliance Common Stock $ 106.64 $ 151.90 $ 189.88 $ 297.66
Alliance Conservative Investors $ 108.61 $ 157.78 $ 199.63 $ 316.87
Alliance Global $ 110.25 $ 162.66 $ 207.70 $ 332.60
Alliance Growth and Income $ 108.28 $ 156.80 $ 198.01 $ 313.69
Alliance Growth Investors $ 108.06 $ 156.15 $ 196.93 $ 311.57
Alliance High Yield $ 108.28 $ 156.80 $ 198.01 $ 313.69
Alliance Intermediate Government Securities $ 107.52 $ 154.51 $ 194.22 $ 306.24
Alliance International $ 112.76 $ 170.11 $ 219.97 $ 356.26
Alliance Money Market $ 105.44 $ 148.30 $ 183.88 $ 285.76
EQ/Alliance Premier Growth $ 112.21 $ 168.49 $ 217.32 $ 351.17
Alliance Small Cap Growth $ 110.14 $ 162.33 $ 207.17 $ 331.56
EQ/Alliance Technology $ 111.12 $ 165.25 $ 211.98 $ 340.89
BT Equity 500 Index $ 105.12 $ 147.31 $ 182.24 $ 282.48
BT International Equity Index $ 109.48 $ 160.38 $ 203.94 $ 325.29
BT Small Company Index $ 106.75 $ 152.23 $ 190.42 $ 298.74
Capital Guardian Research $ 108.94 $ 158.75 $ 201.25 $ 320.03
Capital Guardian U.S. Equity $ 108.94 $ 158.75 $ 201.25 $ 320.03
EQ/Evergreen $ 108.94 $ 158.75 $ 201.25 $ 320.03
EQ/Evergreen Foundation $ 108.94 $ 158.75 $ 201.25 $ 320.03
MFS Emerging Growth Companies $ 109.48 $ 160.38 $ 203.94 $ 325.29
MFS Growth with Income $ 108.94 $ 158.75 $ 201.25 $ 320.03
MFS Research $ 108.94 $ 158.75 $ 201.25 $ 320.03
Mercury Basic Value Equity $ 108.94 $ 158.75 $ 201.25 $ 320.03
Mercury World Strategy $ 111.67 $ 166.87 $ 214.65 $ 346.04
Morgan Stanley Emerging Markets Equity $ 117.67 $ 184.59 $ 243.63 $ 400.97
EQ/Putnam Balanced $ 108.39 $ 157.12 $ 198.55 $ 314.75
EQ/Putnam Growth & Income Value $ 108.94 $ 158.75 $ 201.25 $ 320.03
T. Rowe Price Equity Income $ 108.94 $ 158.75 $ 201.25 $ 320.03
T. Rowe Price International Stock $ 112.21 $ 168.49 $ 217.32 $ 351.17
Warburg Pincus Small Company Value $ 110.58 $ 163.63 $ 209.31 $ 335.72

<CAPTION>
IF YOU DO NOT SURRENDER YOUR CONTRACT
AT THE END OF EACH PERIOD SHOWN,
THE EXPENSES WOULD BE:
------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ---------- ------------ ------------
<S> <C> <C> <C> <C>
EQ/Aggressive Stock $ 28.17 $ 86.47 $ 147.47 $ 312.63
Alliance Common Stock $ 26.64 $ 81.90 $ 139.88 $ 297.66
Alliance Conservative Investors $ 28.61 $ 87.78 $ 149.63 $ 316.87
Alliance Global $ 30.25 $ 92.66 $ 157.70 $ 332.60
Alliance Growth and Income $ 28.28 $ 86.80 $ 148.01 $ 313.69
Alliance Growth Investors $ 28.06 $ 86.15 $ 146.93 $ 311.57
Alliance High Yield $ 28.28 $ 86.80 $ 148.01 $ 313.69
Alliance Intermediate Government Securities $ 27.52 $ 84.51 $ 144.22 $ 306.24
Alliance International $ 32.76 $ 100.11 $ 169.97 $ 356.26
Alliance Money Market $ 25.44 $ 78.30 $ 133.88 $ 285.76
EQ/Alliance Premier Growth $ 32.21 $ 98.49 $ 167.32 $ 351.17
Alliance Small Cap Growth $ 30.14 $ 92.33 $ 157.17 $ 331.56
EQ/Alliance Technology $ 31.12 $ 95.25 $ 161.98 $ 340.89
BT Equity 500 Index $ 25.12 $ 77.31 $ 132.24 $ 282.48
BT International Equity Index $ 29.48 $ 90.38 $ 153.94 $ 325.29
BT Small Company Index $ 26.75 $ 82.23 $ 140.42 $ 298.74
Capital Guardian Research $ 28.94 $ 88.75 $ 151.25 $ 320.03
Capital Guardian U.S. Equity $ 28.94 $ 88.75 $ 151.25 $ 320.03
EQ/Evergreen $ 28.94 $ 88.75 $ 151.25 $ 320.03
EQ/Evergreen Foundation $ 28.94 $ 88.75 $ 151.25 $ 320.03
MFS Emerging Growth Companies $ 29.48 $ 90.38 $ 153.94 $ 325.29
MFS Growth with Income $ 28.94 $ 88.75 $ 151.25 $ 320.03
MFS Research $ 28.94 $ 88.75 $ 151.25 $ 320.03
Mercury Basic Value Equity $ 28.94 $ 88.75 $ 151.25 $ 320.03
Mercury World Strategy $ 31.67 $ 96.87 $ 164.65 $ 346.04
Morgan Stanley Emerging Markets Equity $ 37.67 $ 114.59 $ 193.63 $ 400.97
EQ/Putnam Balanced $ 28.39 $ 87.12 $ 148.55 $ 314.75
EQ/Putnam Growth & Income Value $ 28.94 $ 88.75 $ 151.25 $ 320.03
T. Rowe Price Equity Income $ 28.94 $ 88.75 $ 151.25 $ 320.03
T. Rowe Price International Stock $ 32.21 $ 98.49 $ 167.32 $ 351.17
Warburg Pincus Small Company Value $ 30.58 $ 93.63 $ 159.31 $ 335.72
</TABLE>

(1) The amount accumulated from the $1,000 contribution plus the $40 credit
could not be paid in the form of an annuity payout option at the end of
any of the periods shown in the examples. This is because if the amount
applied to purchase an annuity payout option is less than $2,000, or the
initial payment is less than $20, we may pay the amount to you in a
single sum instead of as payments under an annuity payout option. See
"Accessing your money."

<PAGE>

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

IF YOU ELECT A VARIABLE IMMEDIATE ANNUITY PAYOUT OPTION:

Assuming an annuity payout option could be issued (see note (1) above), and you
elect a Variable Immediate Annuity payout option, the expenses shown in the
examples for "if you do not surrender you contract" would, in each case, be
increased by $4.34 based on the average amount applied to annuity payout
options in 1999. See "Annuity administrative fee" in "Charges and expenses."

CONDENSED FINANCIAL INFORMATION

Please see Appendix 1 at the end of this prospectus for the unit values and the
number of units outstanding as of the end of the periods shown for each of the
variable investment options available as of December 31, 1999.

<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 initial contribution of $25,000 for you
to purchase a contract. You may make additional contributions of at least
$1,000 each, subject to limitations noted below. The following table summarizes
our rules regarding contributions to your contract. All ages in the table refer
to the age of the annuitant named in the contract.
- ------------------------------------------------------------------------------
The "annuitant" is the person who is the measuring life for determining
contract benefits. The annuitant is not necessarily the contract owner.
- ------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------
Rollover IRA 20 through 78 o Rollovers from a qualified plan. o No contributions after age 79.

o Rollovers from a Tax-Sheltered o Contributions after age 70 1/2
Annuity ("TSA"). must be net of required
minimum distributions.
o Rollovers from another
traditional individual retirement o Only rollover and direct transfer
arrangement. contributions are permitted
under the Rollover IRA contract.
o Direct custodian-to-custodian
transfers from another o Regular IRA contributions
traditional individual retirement limited to $2,000 per year.
arrangement.
o Although we accept regular IRA
o Regular IRA contributions. contributions under Rollover IRA
contracts, we intend that this
contract be used for rollover and
direct transfer 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>

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

IRA o Conversion rollovers from a o Conversion rollovers after
traditional IRA. age 70 1/2 must be net of
required minimum distributions
o Direct transfers from another for the traditional IRA you are
Roth IRA. rolling over.

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

o Regular contributions are not
permitted.

o Only rollover and direct transfer
contributions are permitted.
- ---------------------------------------------------------------------------------------------------------------
Rollover TSA 20 through 78 o Rollovers from another TSA o Additional rollover or direct
contract or arrangement. transfer contributions may be
made up to age 79.
o Rollovers from a traditional IRA
which was a "conduit" for TSA o Contributions after age 70 1/2
funds previously rolled over. must be net of required
minimum distributions.
o Direct transfer from another
contract or arrangement under o Employer-remitted contributions
Section 403(b) of the Internal are not permitted.
Revenue Code, complying with
IRS Revenue Ruling 90-24.

This contract may not be available in your state.
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
AVAILABLE
CONTRACT FOR ANNUITANT LIMITATIONS ON
TYPE ISSUE AGES SOURCE OF CONTRIBUTIONS CONTRIBUTIONS
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
QP 20 through 70 o Only transfer contributions from o Regular ongoing payroll
an existing qualified plan trust contributions are not permitted.
as a change of investment o Only one additional contribution
vehicle under the plan. may be made during a contract
o The plan must be qualified year.
under Section 401(a) of the o No additional transfer
Internal Revenue Code. contributions after age 71.
o For 401(k) plans, transferred o For defined benefit plans,
contributions may only include employee contributions are not
employee pre-tax contributions. permitted.

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

See "Tax information" for a more detailed discussion of sources of
contributions and certain contribution limitations. We may refuse to accept any
contribution if the sum of all contributions under all Equitable Accumulator
contracts with the same annuitant would then total more than $1,500,000. We 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>

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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.

Additional contributions may also be made under our automatic investment
program. This method of payment is 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
Plus 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 VARIABLE INVESTMENT OPTIONS UNDER THE CONTRACT?

Your investment results in any one 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 the variable investment options.
- --------------------------------------------------------------------------------

<PAGE>

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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.
BT Equity 500 Index Replicate as closely as possible (before deduction Bankers Trust Company
of portfolio expenses) the total return of the
Standard & Poor's 500 Composite Stock Price
Index
</TABLE>

<PAGE>

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

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

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

<PAGE>

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

ALLOCATING YOUR CONTRIBUTIONS

You may allocate your contributions to one or more, or all, of the variable
investment 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%. Once contributions are allocated to the variable investment
options they become part of your account value. We discuss account value in
"Determining your contract's value."

CREDITS

A credit will also be allocated to your account value at the same time that we
allocate your contribution. The amount of the credit is equal to 4% of the
amount of each contribution. Credits are allocated to the same variable
investment options based on the same percentages used to allocate your
contributions.

We will recover the amount of the credit if you exercise your right to cancel
the contract. See "Your right to cancel within a certain number of days"
below. Also, if you start receiving annuity payments within three years of
making any additional contribution, we will recover the amount of the credit
that applies to that contribution.

We do not consider credits to be contributions for purposes of any discussion
in this prospectus. Credits are also not considered to be your investment in
the contract for tax purposes.

We use a portion of the mortality and expense risks charge and withdrawal
charge to help recover the cost of providing the credit. See "charges and
expenses" below. Under certain circumstances (such as a period of poor market
performance), the cost associated with the credit may exceed the sum of the
credit and any related earnings. You should consider this possibility before
purchasing the contract.

GUARANTEED MINIMUM DEATH BENEFIT

GUARANTEED MINIMUM DEATH BENEFIT APPLICABLE FOR ANNUITANT AGES 0 THROUGH 79 AT
ISSUE OF NQ CONTRACTS; 20 THROUGH 78 AT ISSUE OF ROLLOVER IRA, ROTH CONVERSION
IRA AND ROLLOVER TSA CONTRACTS; AND 20 THROUGH 70 AT ISSUE OF QP CONTRACTS.

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

5% ROLL UP TO AGE 80. On the contract date, the guaranteed minimum death
benefit is equal to your initial contribution plus the credit. Thereafter, the
guaranteed minimum death benefit will be credited with interest each day
through the annuitant's age 80. The effective annual interest rate is 5%
except for amounts invested in the Alliance Money Market option and Alliance
Intermediate Government Securities option and amounts in the loan reserve
account (applicable to Rollover TSA contracts only). Amounts in the Alliance
Money Market option, Alliance Intermediate Government Securities option and
the loan reserve account will be credited with interest at a 3% effective
annual rate. No interest is credited after the annuitant is age 80.

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

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

ANNUAL RATCHET TO AGE 80. On the contract date, your guaranteed minimum death
benefit equals your initial contribution plus the credit. 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

<PAGE>

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

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 plus the amount
of the credit on the date the contribution is allocated to your variable
investment options. If you take a withdrawal from your contract, we will
reduce your guaranteed minimum death benefit on the date you take the
withdrawal.

GUARANTEED MINIMUM DEATH BENEFIT APPLICABLE FOR AN ANNUITANT THAT IS
AGE 80 AT ISSUE.

On the contract date, your guaranteed minimum death benefit equals your
initial contribution plus the credit. 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.

See Appendix II 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 any investment gain or loss in the variable investment options that
also reflect the daily charges we deduct through the date we receive your
contract. Please note that you will forfeit the credit by exercising this
right of cancellation. Some states require that we refund the full amount of
your contribution (not reflecting any investment gain or loss). For any IRA
contract returned to us within seven days after you receive it, we are
required to refund the full amount of your contribution.

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

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

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

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

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

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

YOUR ACCOUNT VALUE AND CASH VALUE

Your "account value" is the total value you have in the variable investment
options and 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: (i) any
applicable withdrawal charges; and (ii) 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 amount of the fees and charges that we deduct
under the contract.

The unit value for each variable investment option depends on the investment
performance of that option, less daily charges for:

(i) mortality and expense risks;

(ii) administrative expenses; and

(iii) distribution charges.

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 (plus applicable withdrawal
charges);

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

(iv) decreased to reflect 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.

<PAGE>

3
Transferring your money among the variable investment options

- -------
24
- --------------------------------------------------------------------------------
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 variable investment options.

You may request a transfer in writing or by telephone using TOPS. (We
anticipate that transfers will be available online by using EQAccess by the
end of 2000.) 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 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 YOUR ACCOUNT VALUE

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 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.

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

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

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

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

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

You may not elect dollar cost averaging if you are participating in the
rebalancing program.

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:

<PAGE>

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(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 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 or
other financial adviser before electing the program.
- --------------------------------------------------------------------------------
You may elect the rebalancing program at any time. You may also change your
allocation instructions or cancel the program at any time. If you request a
transfer while the rebalancing program is in effect, we will process the
transfer as requested; 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 or special dollar cost averaging program.

<PAGE>

4
Accessing your money

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

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
Rollover
TSA* Yes No No Yes
- --------------- ----------- ------------- ---------------- -------------
QP 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."

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 we will treat it as a request to surrender the contract for
its cash value. See "Surrendering your contract to receive its cash value"
below.

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

SYSTEMATIC WITHDRAWALS
(NQ, Rollover IRA, and Roth Conversion IRA contracts only)

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

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

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

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

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

Systematic withdrawals are not subject to a withdrawal charge, except to the
extent that, when added to a lump sum withdrawal previously taken in the same
contract year, the systematic withdrawal exceeds the 15% free withdrawal
amount.

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

The substantially equal withdrawals option allows you to receive distributions
from your account value without

<PAGE>

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

triggering the 10% additional federal tax penalty, which normally applies to
distributions made before age 59 1/2. See "Tax information." Once you begin to
take substantially equal withdrawals, you should not stop them or change the
pattern of your withdrawals until 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 based on the method you choose from the choices we offer. The
payments will be made monthly, quarterly, or annually as you select. These
payments will continue until we receive written notice from you to cancel this
option or you take a lump sum withdrawal. You may elect to start receiving
substantially equal withdrawals again, but the payments may not restart in the
same contract year in which you took a lump sum withdrawal. We will calculate
the new withdrawal amount.

Substantially equal withdrawals are not subject to a withdrawal charge.

MINIMUM DISTRIBUTION WITHDRAWALS
(Rollover IRA, Rollover TSA and QP 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. You may elect the method you want us to use to calculate
your minimum distribution withdrawals from the choices we offer. Currently,
minimum distribution withdrawal payments will be made annually.

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

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

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

For Rollover IRA, Rollover TSA and QP 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.

HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM DEATH BENEFIT

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

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

<PAGE>

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

and any subsequent withdrawals in that same contract year will reduce your
current guaranteed minimum death benefit on a pro rata basis.

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

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

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

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

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

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"
below, 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 if $50,000 or, if less, 50% of your
account value, subject to any limits under the federal income tax rules. The
term of the 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 amounts).

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.

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

<PAGE>

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29
- --------------------------------------------------------------------------------

amount of the loan repaid from the loan reserve account to the investment
options according the allocation percentages we have on our records. Loan
repayments are not considered contributions and therefore are not eligible for
additional credits.

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 (less any withdrawal charge) and, upon surrender,
payment of the cash value. We may postpone such payments or applying proceeds
for any period during which:

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

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

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

We 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.

YOUR ANNUITY PAYOUT OPTIONS

Equitable Accumulator Plus 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.

<TABLE>
<S> <C>
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 period
options certain
Period certain annuity
- ------------------------------------------------------------------
</TABLE>

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

<PAGE>

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30
- --------------------------------------------------------------------------------

beneficiary for the balance of the period certain. The period certain
cannot extend beyond the annuitant's life expectancy. A life annuity with
a period certain is the form of annuity under the contracts 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
beneficiary will continue until that amount has been recovered. This
payout option is available only as a fixed annuity.

o Period certain annuity: An annuity that guarantees payments for a specific
period of time, usually 5, 10, 15, or 20 years. This 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 OPTION

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 payout 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 may provide higher or
lower income levels, but do not have all the features of the Income Manager
payout annuity contract. You may request an illustration of the Income Manager
payout annuity contract from your financial professional. 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). You may not elect
a period certain Income Manager payout option unless withdrawal charges are no
longer in effect under your Equitable Accumulator.

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.

<PAGE>

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

You may choose to apply only part of the account value of your Equitable
Accumulator Plus contract to an Income Manager payout annuity. In this case,
we will consider any amounts applied as a withdrawal from your Equitable
Accumulator Plus and we will deduct any applicable withdrawal charge. 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.

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 withdrawal charges.

For the fixed annuity payout options and Variable Immediate Annuity payout
options, no withdrawal charge is imposed if you select a life annuity, life
annuity with period certain or life annuity with refund certain.

For the fixed annuity payout option, the withdrawal charge applicable under
your Equitable Accumulator Plus is imposed if you select a period certain. If
the period certain is more than 5 years, then the withdrawal charge deducted
will not exceed 5% of the account value.

For the Income Manager payout options, no withdrawal charge is imposed under
the Equitable Accumulator Plus. If the withdrawal charge that otherwise would
have been applied to your account value under your Equitable Accumulator Plus
is greater that 2% of the contributions that remain in your contract at the
time you purchase your payout option, the withdrawal charges under the Income
Manager will apply. For this purpose, the year in which your account value is
applied to the payout option will be "contract year 1."

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
five years from the 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.

If you elect to start receiving annuity payments within three years of making
an additional contribution, we will recover the amount of any credit that
applies to that contribution.

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 payout option is selected; and (ii) withdrawals or contract surrender
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.

<PAGE>

5
Charges and expenses

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

CHARGES THAT EQUITABLE LIFE DEDUCTS

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

o A mortality and expense risks charge

o An administrative charge

o A distribution charge

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

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

o At the time annuity payments are to begin - charges designed to approximate
certain taxes that may be imposed on us, such as premium taxes in your
state. An annuity administrative fee may also apply.

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

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

MORTALITY AND EXPENSE RISKS CHARGE

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

The mortality risk we assume is the risk that annuitants as a group will live
for a longer time than our actuarial tables predict. If that happens, we would
be paying more in annuity income than we planned. We also assume a risk that
the mortality assumptions reflected in our guaranteed annuity payment tables,
shown in each contract, will differ from actual mortality experience. Lastly,
we assume a mortality risk to the extent that at the time of death, the
guaranteed minimum death benefit exceeds the cash value of the contract. The
expense risk we assume is the risk that it will cost us more to issue and
administer the contracts than we expect. A portion of this charge also
compensates us for the contract credit. For a discussion of the credit, see
"Credits" in "Contract features and benefits." We expect to make a profit from
this charge.

ADMINISTRATIVE CHARGE

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

DISTRIBUTION CHARGE

We deduct a daily charge from the net assets in each variable investment
option to compensate us for a portion of our sales expenses under the
contracts. The daily charge is equivalent to an annual rate of 0.25% of the
net assets in each variable investment option.

WITHDRAWAL CHARGE

A withdrawal charge applies in two circumstances: (1) if you make one or more
withdrawals during a contract year that, in total, exceed the 15% free
withdrawal amount, described below, or (2) if you surrender your contract to
receive its cash value. A portion of this charge also compensates us for the
contract credit. For a discussion of the credit, see "Credits" in "Contract
features and benefits." We expect to make a profit from this charge.

<PAGE>

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33
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The withdrawal charge equals a percentage of the contributions withdrawn. We
do not consider credits to be contributions. Therefore, there is no withdrawal
charge associated with a credit.

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

<TABLE>
<CAPTION>
CONTRACT YEAR
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2 3 4 5 6 7 8 9 10+
Percentage of
contribution 8% 8% 7% 6% 5% 4% 3% 2% 1% 0%
</TABLE>

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

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

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

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

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

DISABILITY, TERMINAL ILLNESS, OR CONFINEMENT TO NURSING HOME. The withdrawal
charge does not apply if:

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

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

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

- its main function is to provide skilled, intermediate, or custodial
nursing care;
- it provides continuous room and board to three or more persons;
- it is supervised by a registered nurse or licensed practical nurse;
- it keeps daily medical records of each patient;
- it controls and records all medications dispensed; and - its primary
service is other than to provide housing for residents.

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

CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES

We deduct a charge designed to approximate certain 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 tax
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).

VARIABLE IMMEDIATE ANNUITY PAYOUT OPTION ADMINISTRATIVE FEE

We deduct a fee of $350 from the amount to the Variable Immediate Annuity
payout option.

CHARGES THAT EQ ADVISORS TRUST DEDUCTS

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

o Management fees ranging from 0.25% to 1.15%.

o 12b-1 fees of 0.25%.

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

o Investment-related expenses, such as brokerage commissions.

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

GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, we may reduce the withdrawal
charge or the mortality and expense risks charge or change the minimum initial
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 Rollover IRA and Roth Conversion IRA contracts.
Sponsored arrangements include those in which an employer allows us to sell
contracts to its employees or retirees on an individual basis.

Our costs for sales, administration, and mortality generally vary with the
size and stability of the group or sponsoring organization, among other
factors. We take all these factors into account when reducing charges. To
qualify for reduced charges, a group or sponsored arrangement must meet
certain requirements, such as requirements for size and number of years in
existence. Group or sponsored arrangements that have been set up solely to buy
contracts or that have been in existence less than six months will not qualify
for reduced charges.

We 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

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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.

<PAGE>

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 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 and any required instructions for
the method of payment. We determine the amount of the guaranteed death benefit
(other than 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 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 changes 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 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).

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.

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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 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. Therefore, withdrawal charges will no longer apply to this
amount. Withdrawal charges will apply if you make additional contributions.
These additional contributions will be withdrawn only after all other amounts
have been withdrawn. 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 clearance 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)
provision will no longer be in effect.

o The beneficiary may choose at any time to withdraw all or a portion of the
account value and no withdrawal charges will apply. 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 chooses.

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 you death. We will be able to tell your beneficiary
whether this option is available. You should contact our processing office for
further information.

For both kinds of IRA contracts, if you die BEFORE the Required Beginning Date
(and, for a Rollover IRA, therefore you were not taking minimum distribution
withdrawals under the contract) the beneficiary may choose 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 choose to delay
beginning the 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 Plus 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 VARIABLE INVESTMENT OPTIONS

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

TAXATION OF NONQUALIFIED ANNUITIES

CONTRIBUTIONS

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

CONTRACT EARNINGS

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

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

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

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

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

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

ANNUITY PAYMENTS

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

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

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of the contract, and (2) multiplying the result by the amount 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. 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 Plus NQ contract. If you are using a life insurance
or endowment contract the owner and the insured must be the same on both
sides of the exchange transaction.

The tax basis of the source contract carries over to the Equitable Accumulator
Plus 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 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 contract. In that case, income and gains
attributable to such portfolio shares would be included in your gross income
for federal income

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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"). This prospectus contains the information that the IRS
requires you to have before you purchase an IRA. This section of the
prospectus covers some of the special tax rules that apply to IRAs. The next
section covers Roth IRAs. Education IRAs are not discussed in this prospectus
because they are not available in individual retirement annuity form.

The Equitable Accumulator Plus 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 Accumulator Plus 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 Plus IRA contract by following the
directions under "Your right to cancel

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within a certain number of days" in "Contract features and benefits" earlier
in the prospectus. You can cancel an Equitable Accumulator Plus Roth
Conversion IRA contract issued as a result of a full conversion of an
Equitable Accumulator Plus 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.

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 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

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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 $31,000 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 $51,000 and $61,000
in 1999. This range will increase every year until 2007 when the range is
$80,000-$100,000.

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

To determine the deductible amount of the contribution in 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.

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

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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 contribution withdrawn as part of your income.
It is also not subject to the 10% additional penalty tax on early
distributions, discussed below under "Early distribution penalty tax." You do
have to withdraw any earnings that are attributed to the excess contribution.
The withdrawn earnings would be included in your gross income and could be
subject to the 10% penalty tax.

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

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

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

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

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, surrender of your
contract, and annuity payments from your contract. Death benefits are also
taxable. Except as discussed below, the total amount of any distribution from
a traditional IRA must be included in your gross income as ordinary income.

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

In addition, a distribution is not taxable if:

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

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

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

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

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

Similar rules apply in the case of a TSA.

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

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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 selecting any other form of life
annuity payout after you are age 70 1/2, you must have elected to
recalculate life expectancies.

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

DO YOU HAVE TO PICK THE SAME METHOD TO CALCULATE YOUR REQUIRED MINIMUM
DISTRIBUTIONS FOR ALL OF YOUR TRADITIONAL IRAS AND OTHER RETIREMENT PLANS? No.
If you want, you can choose a different method and a different beneficiary for
each of your traditional IRAs and other retirement plans. For example, you can
choose an annuity payout from one IRA, a different annuity payout from a
qualified plan, and an account-based annual withdrawal from another IRA.

WILL WE PAY YOU THE ANNUAL AMOUNT EVERY YEAR FROM YOUR TRADITIONAL IRA BASED
ON THE METHOD YOU CHOOSE? No, unless you affirmatively select an annuity
payout option or an account-based withdrawal option such as our minimum
distribution withdrawal option. Because the options we offer do not cover
every option permitted under

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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.

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

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

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

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

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

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

To meet this last exception, you could elect to apply your contract value to
an Income Manager (life annuity with a period certain) payout annuity contract
(level payments version). You could also elect the substantially equal
withdrawals option. We will calculate the substantially equal annual payments
under a method we select based on guidelines issued by the IRS (currently
contained in IRS Notice 89-25, Question and Answer 12). Although substantially
equal withdrawals and Income Manager payments are not subject to the 10%
penalty tax, they are taxable as discussed in "Withdrawals, payments and
transfers of funds out of traditional IRAs" above. Once substantially equal
withdrawals or Income Manager annuity payments begin, the distributions should
not be stopped or changed until 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 Plus Roth Conversion IRA contract is designed to
qualify as a Roth individual retirement annuity under Sections 408A and 408(b)
of the Internal Revenue Code.

CONTRIBUTIONS TO ROTH IRAS

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

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

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

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

Since we only permit direct transfer and rollover contributions under the
Equitable Accumulator Plus Roth Conversion IRA contract, we do not discuss
regular after-tax contributions here. If you use the forms we require, we will
also accept traditional IRA funds which are subsequently recharacterized as
Roth IRA funds following special federal income tax rules.

ROLLOVERS AND DIRECT TRANSFERS

WHAT IS THE DIFFERENCE BETWEEN ROLLOVER AND DIRECT TRANSFER TRANSACTIONS? You
may make rollover contributions to a Roth IRA from only two sources:

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

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

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

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Code. You may make direct transfer contributions to a Roth IRA only from
another Roth IRA.

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

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

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

CONVERSION CONTRIBUTIONS TO ROTH IRAS

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

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

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

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

WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF ROTH IRAS

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

DISTRIBUTIONS FROM ROTH IRAS

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

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

o Rollover from a Roth IRA to another Roth IRA;

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

o Qualified distribution from a Roth IRA; and

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

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

o you reach age 59 1/2; or

o you die; or

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

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

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

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

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

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

REQUIRED MINIMUM DISTRIBUTIONS AT DEATH

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

PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH

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

BORROWING AND LOANS ARE PROHIBITED TRANSACTIONS

Same as traditional IRA.

EXCESS CONTRIBUTIONS

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.

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SPECIAL RULES FOR NONQUALIFIED CONTRACTS IN QUALIFIED PLANS

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

TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

GENERAL

This section 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 your Rollover TSA contract:

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

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

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

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

EMPLOYER-REMITTED CONTRIBUTIONS. The 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 non-elective 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 Rollover TSA contract from TSAs under Section 403(b) of the Internal
Revenue Code. Generally, you may make a rollover contribution to a TSA when
you have a distributable event from an existing TSA as a result of your:

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

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

o disability (special federal income tax definition).

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

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

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

Before you transfer funds to a 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

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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 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 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 distribution from or with respect to
the TSA from which you are making your contribution to the 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 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 the 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 occurs:

1. the requirements for minimum distribution (discussed under "Required
minimum distributions" below and in the prospectus) are met; or

2. death; or

3. retirement; or

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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 contributions. We reserve the right to change
these provisions without your consent, but only to the extent necessary to
maintain compliance with applicable law. Loans are not permitted under Texas
Optional Retirement Programs.

TAX TREATMENT OF DISTRIBUTIONS. Amounts held under TSAs are generally not
subject to federal income tax until benefits are distributed. Distributions
include withdrawals from your TSA contract and annuity payments from your TSA
contract. Death benefits paid to a beneficiary are also taxable distributions.
Unless an exception applies, amounts distributed from TSAs are includable in
gross income as ordinary income. Distributions from TSAs may be subject to 20%
federal income tax withholding. See "Federal and state income tax withholding
and information reporting" below. In addition, TSA distributions may be
subject to additional tax penalties.

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

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

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

PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH

Death benefit distributions from a TSA generally receive the same tax
treatment as distribution 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 when made exceeds permissible limits under federal income tax rules,
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
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:

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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. Rollover TSA
contracts have a term limit of 10 years for loans used to acquire the
participant's primary residence.

All principal and interest must be amortized in substantially level payments
over the term of the loan, with payments being made at least quarterly.

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

o the loan does not qualify under the conditions above;

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

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

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

TAX-DEFERRED ROLLOVERS AND DIRECT TRANSFERS

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

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

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

Direct transfers of TSA funds from one TSA to another under Revenue Ruling
90-24 are not distributions.

REQUIRED MINIMUM DISTRIBUTIONS

Generally the 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 distribution 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 distribution is
extended to April 1 following the calendar year of retirement.

o TSA plan participants may also delay the start of required minimum
distribution 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 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
Rollover TSA on the form used to establish the TSA, you do not qualify.

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SPOUSAL CONSENT RULES

This will only apply to you if you establish your Rollover TSA by direct
Revenue Ruling 90-24 transfer. Your employer will tell us on the form used to
establish the TSA whether or not you need to get spousal consent for loans,
withdrawals, or other distributions. If you do, you will need such consent if
you are married when you request a withdrawal under the TSA contract. In
addition, unless you elect otherwise with the written consent of your spouse,
the retirement benefits payable under the plan must be paid in the form of a
qualified joint and survivor annuity. A qualified joint and survivor annuity
is payable for the life of the annuitant with a survivor annuity for the life
of the spouse in an amount not less than one-half of the amount payable to the
annuitant during his or her lifetime. In addition, if you are married, the
beneficiary must be your spouse, unless your spouse consents in writing to the
designation of another beneficiary.

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

EARLY DISTRIBUTION PENALTY TAX

A penalty tax of 10% of the taxable portion of a distribution applies to
distribution 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

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do not discuss these rules here. Certain states have indicated that state
income tax withholding will also apply to payments from the contracts made to
residents. In some states, you may elect out of state withholding, even if
federal withholding applies. Generally, an election out of federal withholding
will also be considered an election out of state withholding. If you need more
information concerning a particular state or any required forms, call our
processing office at the toll-free number.

FEDERAL INCOME TAX WITHHOLDING ON PERIODIC ANNUITY PAYMENTS

We withhold differently on "periodic" and "non-periodic" payments. For a
periodic annuity payment, for example, unless you specify a different number
of withholding exemptions, we withhold assuming that you are married and
claiming three withholding exemptions. If you do not give us your correct
Taxpayer Identification Number, we withhold as if you are single with no
exemptions.

Based on the assumption that you are married and claiming three withholding
exemptions, if you receive less than $14,880 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.

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IMPACT OF TAXES TO EQUITABLE LIFE

The contracts provide that we may charge Separate Account No. 45 for taxes. We
do not now, but may in the future set up reserves for such taxes.

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8
More information

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ABOUT OUR SEPARATE ACCOUNT NO. 45

Each variable investment option is a subaccount of our Separate Account No.
45. We established Separate Account No. 45 in 1994 under special provisions of
the New York Insurance Law. These provisions prevent creditors from any other
business we conduct from reaching the assets we hold in our variable
investment options for owners of our variable annuity contracts. We are the
legal owner of all of the assets in Separate Account No. 45 and may withdraw
any amounts that exceed our reserves and other liabilities with respect to
variable investment options under our contracts. The results of Separate
Account No. 45's operations are accounted for without regard to Equitable
Life's other operations.

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

Each subaccount (variable investment option) within Separate Account No. 45
invests solely in class IB shares issued by the corresponding portfolio of EQ
Advisors Trust.

We reserve the right subject to compliance with laws that apply:

(1) to add variable investment options to, or to remove variable investment
options from, Separate Account No. 45, or to add other separate accounts;

(2) to combine any two or more variable investment options;

(3) to transfer the assets we determine to be the shares of the class of
contracts to which the contracts belong from any variable investment
option to another variable investment option;

(4) to operate Separate Account No. 45 or any variable investment option as a
management investment company under the Investment Company Act of 1940
(in which case, charges and expenses that otherwise would be assessed
against an underlying mutual fund would be assessed against Separate
Account No. 45 or a variable investment option directly);

(5) to deregister Separate Account No. 45 under the Investment Company Act of
1940;

(6) to restrict or eliminate any voting rights as to Separate Account No. 45;
and

(7) to cause one or more variable investment options to invest some or all of
their assets in one or more other trusts or investment companies.

ABOUT EQ ADVISORS TRUST

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

Equitable Life serves as the investment manager of EQ Advisors Trust. As such,
Equitable Life oversees the activities of the investment advisers with respect
to EQ Advisors Trust and is responsible for retaining or discontinuing the
services of those advisers. (Prior to September 1999 EQ Financial Consultants,
Inc., the predecessor to AXA Advisors, LLC and an affiliate of Equitable Life,
served as investment manager to 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 aspects of its operations, appears
in the prospectus for EQ Advisors Trust attached at the end of this
prospectus, or in its SAI which is available upon request.

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ABOUT THE GENERAL ACCOUNT

Our general account supports all of our policy and contract guarantees, as
well as our general obligations. Credits allocated to your account value are
funded from our general account.

The general account is subject to regulation and supervision by the Insurance
Department of the State of New York and to the insurance laws and regulations
of all jurisdictions where we are authorized to do business. Because of
exemptions and exclusionary provisions that apply, interests in the general
account have not been registered under the Securities Act of 1933, nor is the
general account an investment company under the Investment Company Act of
1940.

We have been advised that the staff of the SEC has not reviewed the portions
of this prospectus that relate to the general account. The disclosure with
regard to the general account, however, may be subject to certain provisions
of the federal securities laws relating to the accuracy and completeness of
statements made in prospectuses.

ABOUT OTHER METHODS OF PAYMENT

AUTOMATIC INVESTMENT PROGRAM - FOR NQ CONTRACTS ONLY

You may use our automatic investment program, or "AIP," to have a specified
amount automatically deducted from a checking account, money market account,
or credit union checking account and contributed as an additional contribution
into an NQ contract on a monthly or quarterly basis. AIP is not available for
Rollover IRA, Roth Conversion IRA, QP or Rollover TSA contracts.

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

You may cancel AIP at any time by notifying our processing office. We are not
responsible for any debits made to your account before the time written notice
of cancellation is received at our processing office.

DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR

We describe below the general rules for when, and at what prices, events under
your contract will occur. Other portions of this prospectus describe
circumstances that may cause exceptions. We generally do not repeat those
exceptions below.

BUSINESS DAY

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

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CONTRIBUTIONS, CREDITS, AND TRANSFERS

o Contributions and credits allocated to the variable investment options are
invested at the value next determined after the close of the business day.

o Transfers to or from variable investment options will be made at the value
next determined after the close of the business day.

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
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
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

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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
written notification of any change at our processing office. You cannot assign
your NQ contract as collateral or security for a loan. Loans are also not
available under your NQ contract. In some cases, an assignment or change of
ownership may have adverse tax consequences. See "Tax information" earlier in
this prospectus.

You cannot assign or transfer ownership of a Rollover IRA, Roth Conversion
IRA, QP or Rollover TSA contract except by surrender to us. Loans are not
available and you cannot assign Rollover IRA, Roth Conversion IRA, and QP
contracts as security for a loan or other obligation. If the employer that
provided the funds does not restrict them, loans are available under a
Rollover TSA contract.

For limited transfers of ownership after the owner's death see "Beneficiary
continuation option" in "Payment of death benefit" earlier in this prospectus.
You may direct the transfer of the values under your Rollover IRA, Roth
Conversion IRA, QP or Rollover TSA contract to another similar arrangement
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"), also an indirect, wholly owned
subsidiary of Equitable Life, served as the distributor of the contracts and
the principal underwriter of Separate Account No. 45. Pursuant to a
Distribution Agreement between Equitable Life, certain of Equitable Life's
separate accounts, including Separate Account No. 45, and EDI, Equitable Life
paid EDI distribution fees of $9,444,621 for 1997 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 who are financial
professionals of AXA Advisors and its affiliates, who are also our licensed
agents. AXA Advisors may also receive compensation and reimbursement for its
marketing services under the terms of its distribution agreement with
Equitable Life. The offering of the contracts is intended to be continuous.

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9
Investment performance

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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.

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 plus the 4% credit
invested in the variable investment options for the periods shown.

Table 2 shows the growth of a hypothetical $1,000 investment plus a $40 credit
in the variable investment options over the periods shown. Both Tables 1 and 2
take into account all current fees and charges under the contract, but do not
reflect the charges designed to approximate certain taxes imposed on us, such
as premium taxes in your state or any applicable annuity administrative fee.

Tables 3, 4, and 5 show the rates of return of the variable investment options
on an annualized, cumulative, and year-by-year basis. These tables take into
account all current fees and charges under the contract, but do not reflect
the withdrawal charge or the charges designed to approximate certain taxes
imposed on us, such as premium taxes in your state or any applicable annuity
administrative fee. If the charges were reflected they would effectively
reduce the rates of return shown. The credit is not included.

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 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 variable investment options and/or
contracts been available. The contracts are being offered for the first time
in 1999.

For the "Alliance" portfolios (other than EQ/Alliance Premier Growth) we have
adjusted the results prior to October 1996, when Class IB shares for these
portfolios were not available, to reflect the 12b-1 fees currently imposed.
Finally, the results shown for the Alliance Money Market and Alliance Common
Stock options for periods before March 22, 1985 reflect the results of the
variable investment options that preceded them. The "Since portfolio
inception" figures for these options are based on the date of inception of the
preceding variable investment options. We have adjusted these results to
reflect the maximum investment advisory fee payable for the portfolios, as
well as an assumed charge of 0.06% for direct operating expenses.

EQ Advisors Trust commenced operations on May 1, 1997. For periods prior to
October 18, 1999 the Alliance portfolios (other than EQ/Alliance Premier
Growth) were part of The Hudson River Trust. On October 18, 1999, these
portfolios became corresponding portfolios of EQ Advisors Trust. In each case
the performance shown is for the indicated EQ Advisors Trust portfolio and any
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. We will indicate
that the 4% credit is reflected when we show performance numbers that give
effect to the credit.

THE PERFORMANCE INFORMATION SHOWN BELOW AND THE PERFORMANCES INFORMATION THAT
WE ADVERTISE REFLECT PAST PERFORMANCE AND DO 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.

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

<PAGE>
- ------
63
- --------------------------------------------------------------------------------
for investment advisory fees, brokerage commission or other operating expenses
typically associated with a managed portfolio. Also, they do not reflect other
contract charges such as the mortality and expense risks charge,
administrative charge, distribution charge, or any withdrawal charge.
Comparisons with these benchmarks, therefore, may be of limited use. We
include them because they are widely known and may help you to understand the
universe of securities from which each portfolio is likely to select its
holdings. Benchmark data reflect the reinvestment of dividend income. The
benchmarks include:

<TABLE>
<S> <C>
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: Lipper Specialty Funds Average.
BT EQUITY 500 INDEX: Standard & Poor's 500 Index.
BT INTERNATIONAL EQUITY INDEX: Morgan Stanley Capital
International Europe, Australia, Far East Index.
BT SMALL COMPANY INDEX: Russell 2000 Index.
CAPITAL GUARDIAN RESEARCH: Standard & Poor's 500 Index.
CAPITAL GUARDIAN U.S. EQUITY: Standard & Poor's 500 Index.
EQ/EVERGREEN: 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.
MFS EMERGING GROWTH COMPANIES: Russell 2000 Index.
MFS GROWTH WITH INCOME: Standard & Poor's 500 Index.
MFS RESEARCH: Standard & Poor's 500 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.
MORGAN STANLEY EMERGING MARKETS EQUITY: Morgan Stanley
Capital International Emerging Markets Free Price Return Index.
EQ/PUTNAM BALANCED: 60% Standard & Poor's 500 Index and
40% Lehman Government/Corporate Bond Index.
EQ/PUTNAM GROWTH & INCOME VALUE: Standard & Poor's 500
Index.
T. ROWE PRICE EQUITY INCOME: Standard & Poor's 500 Index.
T. ROWE PRICE INTERNATIONAL STOCK: Morgan Stanley Capital
International Europe, Australia, Far East Index.
WARBURG PINCUS SMALL COMPANY VALUE: Benchmark #1 -
Russell 2000 Index and Benchmark #2 - Russell 2000 Value
Index.
</TABLE>

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

<PAGE>

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

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

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
------------------------------------------------------------------------
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 13.32%% 7.12% 14.44% 14.96% 14.39% 15.99%
Alliance Common Stock 19.81% 25.76% 26.31% 16.86% 26.45% 14.78%
Alliance Conservative Investors 4.43% 9.89% 10.60% 8.33% 10.18% 8.39%
Alliance Global 33.40% 21.21% 18.92% 14.14% 19.77% 12.71%
Alliance Growth and Income 13.14% 19.77% 20.27% - 20.34% 15.47%
Alliance Growth Investors 21.22% 18.45% 18.38% 15.36% 18.27% 15.33%
Alliance High Yield (9.34)% (0.06)% 7.96% 8.62% 6.89% 7.67%
Alliance Intermediate Government Securities (5.78)% 2.23% 4.39% - 3.79% 4.72%
Alliance International 32.66% 11.41% - - 11.29% 11.39%
Alliance Money Market (0.83)% 2.49% 3.37% 3.63% 3.32% 5.22%
Alliance Small Cap Growth 22.60% - - - 15.44% 15.44%
BT Equity 500 Index 15.12% - - - 19.83% 19.83%
BT International Equity Index 22.45% - - - 20.89% 20.89%
BT Small Company Index 15.55% - - - 5.25% 5.25%
EQ/Evergreen 4.29% - - - 4.29% 4.29%
EQ/Evergreen Foundation 1.87% - - - 1.87% 1.87%
MFS Emerging Growth Companies 69.74% - - - 46.68% 46.68%
MFS Growth with Income 3.26% - - - 3.26% 3.26%
MFS Research 18.00% - - - 21.90% 21.90%
Mercury Basic Value Equity 13.72% - - - 15.75% 15.75%
Mercury World Strategy 16.18% - - - 9.75% 9.75%
Morgan Stanley Emerging Markets Equity 92.32% - - - 6.60% 2.96%
EQ/Putnam Balanced (5.62)% - - - 7.25% 7.25%
EQ/Putnam Growth & Income Value (7.06)% - - - 7.68% 7.68%
T. Rowe Price Equity Income (2.02)% - - - 10.46% 10.46%
T. Rowe Price International Stock 26.95% - - - 13.47% 13.47%
Warburg Pincus Small Company Value (3.82)% - - - 0.64% 0.64%
</TABLE>

+ If you start receiving annuity payments within three years of making an
additional contribution we will recover the amount of any credit that
applied to that contribution.

* 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

<PAGE>

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

Equity Income, T. Rowe Price International Stock, and Warburg Pincus Small
Company Value (May 1, 1997); Morgan Stanley Emerging Markets Equity
(September 2, 1997); BT Equity 500 Index, BT International Equity Index, BT
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 U.S. Equity, and Capital
Guardian Research (April 30, 1999) and EQ/Alliance Technology (May 1,
2000).

** The inception dates for the portfolios underlying the Alliance variable
investment options shown in the tables 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 and Income (October 1, 1993); Alliance High Yield
(January 2, 1987); Alliance Intermediate Government Securities (April 1,
1991); Alliance International (April 3, 1995); Alliance Money Market
(July 13, 1981); Alliance Small Cap Growth, Mercury Basic Value Equity,
Mercury World Strategy, MFS Emerging Growth Companies, MFS Research, T.
Rowe Price Equity Income, T. Rowe Price International Stock, and Warburg
Pincus Small Company Value (May 1, 1997); Morgan Stanley Emerging Markets
Equity (August 20, 1997); BT Equity 500 Index, BT International Equity
Index, and BT Small Company Index (January 1, 1998); and 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 U.S. Equity, and Capital
Guardian Research (April 30, 1999) and EQ/Alliance Technology (May 1, 2000).

<PAGE>

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

TABLE 2
GROWTH OF $1,040 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 $ 1,133.16 $ 1,229.10 $ 1,963.11 $ 4,031.00 $ 7,893.17
Alliance Common Stock $ 1,198.06 $ 1,988.79 $ 3,214.66 $ 4,750.89 $ 27,177.91
Alliance Conservative Investors $ 1,044.34 $ 1,327.05 $ 1,654.84 $ 2,225.15 $ 2,283.23
Alliance Global $ 1,333.98 $ 1,781.00 $ 2,378.00 $ 3,751.98 $ 4,377.83
Alliance Growth and Income $ 1,131.39 $ 1,718.01 $ 2,516.54 - $ 2,456.65
Alliance Growth Investors $ 1,212.20 $ 1,662.02 $ 2,324.39 $ 4,174.20 $ 4,314.00
Alliance High Yield $ 906.65 $ 998.11 $ 1,466.27 $ 2,285.78 $ 2,611.16
Alliance Intermediate Government Securities $ 942.22 $ 1,068.49 $ 1,239.90 - $ 1,497.40
Alliance International $ 1,326.60 $ 1,382.69 - - $ 1,668.36
Alliance Money Market $ 991.72 $ 1,076.72 $ 1,180.41 $ 1,428.90 $ 2,558.95
Alliance Small Cap Growth $ 1,226.03 - - - $ 1,467.04
BT Equity 500 Index $ 1,151.15 - - - $ 1,435.92
BT International Equity Index $ 1,224.47 - - - $ 1,461.50
BT Small Company Index $ 1,155.52 - - - $ 1,107.70
EQ/Evergreen $ 1,042.89 - - - $ 1,042.89
EQ/Evergreen Foundation $ 1,018.66 - - - $ 1,018.66
MFS Emerging Growth Companies $ 1,697.36 - - - $ 2,779.33
MFS Growth with Income $ 1,032.59 - - - $ 1,032.59
MFS Research $ 1,179.96 - - - $ 1,696.39
Mercury Basic Value Equity $ 1,137.22 - - - $ 1,477.27
Mercury World Strategy $ 1,161.76 - - - $ 1,281.94
Morgan Stanley Emerging Markets Equity $ 1,923.25 - - - $ 1,071.33
EQ/Putnam Balanced $ 943.78 - - - $ 1,205.50
EQ/Putnam Growth & Income Value $ 929.42 - - - $ 1,218.31
T. Rowe Price Equity Income $ 979.76 - - - $ 1,304.14
T. Rowe Price International Stock $ 1,269.50 - - - $ 1,401.02
Warburg Pincus Small Company Value $ 961.77 - - - $ 1,017.06
</TABLE>

- ----------
+ If you start receiving annuity payments within three years of making an
additional contribution we will recover the amount of any credit that
applied to that contribution.

* Portfolio inception dates are shown in Table 1.

<PAGE>

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

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 16.65% 7.69% 14.12% 14.51% - 15.67%
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 22.89% 25.56% 25.70% 16.41% 16.21% 14.59%
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 8.11% 10.34% 10.39% 7.90% - 7.98%
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 35.96% 21.19% 18.48% 13.69% - 12.35%
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 16.48% 19.80% 19.80% - - 14.97%
Lipper Growth & Income 12.90% 17.23% 20.50% - - 16.45%
Benchmark 20.71% 23.10% 25.01% - - 18.77%
ALLIANCE GROWTH INVESTORS 24.25% 18.53% 17.95% 14.91% - 14.89%
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 (5.13)% 0.90% 7.83% 8.19% - 7.34%
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 (1.71)% 3.06% 4.40% - - 4.33%
Lipper Government (2.60)% 4.04% 5.81% - - 5.89%
Benchmark 0.49% 5.50% 6.93% - - 6.76%
ALLIANCE INTERNATIONAL 35.25% 11.78% - - - 11.16%
Lipper International 43.24% 18.74% - - - 16.13%
Benchmark 26.96% 15.74% - - - 13.11%
ALLIANCE MONEY MARKET 3.05% 3.31% 3.42% 3.23% - 5.00%
Lipper Money Market 3.78% 4.05% 4.16% 3.96% - 5.70%
Benchmark 4.74% 5.01% 5.20% 5.06% - 6.65%
ALLIANCE SMALL CAP GROWTH 25.58% - - - - 15.77%
Lipper Small Cap 34.26% - - - - 19.49%
Benchmark 43.09% - - - - 25.88%
BT EQUITY 500 INDEX 18.38% - - - - 20.73%
Lipper Standard & Poor's 500 Index 19.36% - - - - 23.16%
Benchmark 21.03% - - - - 24.76%
BT INTERNATIONAL EQUITY INDEX 25.43% - - - - 21.75%
Lipper International 43.24% - - - - 26.76%
Benchmark 26.96% - - - - 23.43%
- ------------------------------------- ------- ------- ------- ------- ------- -------
</TABLE>

<PAGE>

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

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>
BT SMALL COMPANY INDEX 18.80% - - - - 6.86%
Lipper Small Cap 34.26% - - - - 16.02%
Benchmark 21.26% - - - - 8.70%
EQ/EVERGREEN 7.97% - - - - 7.97%
Lipper Growth 29.78% - - - - 29.78%
Benchmark #1 21.26% - - - - 21.26%
Benchmark #2 21.03% - - - - 21.03%
EQ/EVERGREEN FOUNDATION 5.64% - - - - 5.64%
Lipper Balanced 8.69% - - - - 8.69%
Benchmark 11.15% - - - - 11.15%
MFS EMERGING GROWTH COMPANIES 70.90% - - - - 45.89%
Lipper Mid-Cap 51.65% - - - - 32.50%
Benchmark 21.26% - - - - 16.99%
MFS GROWTH WITH INCOME 6.98% - - - - 6.98%
Lipper Growth and Income 12.90% - - - - 12.90%
Benchmark 21.03% - - - - 21.03%
MFS RESEARCH 21.15% - - - - 21.96%
Lipper Growth 29.78% - - - - 29.33%
Benchmark 21.03% - - - - 27.36%
MERCURY BASIC VALUE EQUITY 17.04% - - - - 16.05%
Lipper Growth & Income 12.90% - - - - 18.00%
Benchmark 21.03% - - - 27.36%
MERCURY WORLD STRATEGY 19.40% - - - - 10.33%
Lipper Global Flexible Portfolio 12.93% - - - - 11.91%
Benchmark 13.07% - - - - 16.18%
MORGAN STANLEY EMERGING MARKETS
EQUITY 92.62% - - - - 4.01%
Lipper Emerging Markets 82.53% - - - - 2.90%
Benchmark 66.41% - - - - (0.88)%
EQ/PUTNAM BALANCED (1.56)% - - - - 7.95%
Lipper Balanced 8.69% - - - - 13.91%
Benchmark 11.39% - - - - 18.81%
EQ/PUTNAM GROWTH & INCOME VALUE (2.94)% - - - - 8.35%
Lipper Growth & Income 12.90% - - - - 18.00%
Benchmark 21.03% - - - - 27.36%
T. ROWE PRICE EQUITY INCOME 1.90% - - - - 11.00%
Lipper Equity Income 6.90% - - - - 14.28%
Benchmark 21.03% - - - - 27.36%
T. ROWE PRICE INTERNATIONAL STOCK 29.76% - - - - 13.87%
Lipper International 43.24% - - - - 20.38%
Benchmark #1 26.96% - - - - 18.32%
WARBURG PINCUS SMALL COMPANY VALUE 0.17% - - - - 1.67%
Lipper Small Cap 34.26% - - - - 24.22%
Benchmark #1 21.26% - - - - 16.99%
Benchmark #2 (1.49)% 7.06%
</TABLE>

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

<PAGE>

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

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 16.65% 24.90% 93.56% 287.60% - 658.94%
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 22.89% 97.94% 213.88% 356.81% 1,916.29% 2,513.58%
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 8.11% 34.33% 63.92% 113.94% - 119.53%
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 35.96% 77.98% 133.46% 260.79% - 320.97%
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 16.48% 71.92% 146.77% - - 139.09%
Lipper Growth & Income 12.90% 62.52% 157.04% - - 158.01%
Benchmark 20.71% 86.55% 205.26% - - 204.09%
ALLIANCE GROWTH INVESTORS 24.25% 66.54% 128.31% 301.37% - 314.82%
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 (5.13)% 2.71% 45.81% 119.82% - 151.11%
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% 17.00% 54.39% 185.43% - 246.92%
ALLIANCE INTERMEDIATE GOVERNMENT
SECURITIES (1.71)% 9.47% 24.03% - - 44.94%
Lipper U.S. General Government (2.60)% 12.55% 32.56% - - 64.40%
Benchmark 0.49% 17.43% 39.81% - - 77.41%
ALLIANCE INTERNATIONAL 35.25% 39.68% - - - 65.23%
Lipper International 43.24% 69.17% - - - 103.07%
Benchmark 26.96% 55.06% - - - 79.52%
ALLIANCE MONEY MARKET 3.05% 10.26% 18.30% 37.39% - 146.07%
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 25.58% - - - - 47.80%
Lipper Small Cap 34.26% - - - - 62.98%
Benchmark 43.09% - - - - 84.91%
BT EQUITY 500 INDEX 18.38% - - - - 45.76%
Lipper Standard & Poor's 500 Index 19.36% - - - - 51.69%
Benchmark 21.03% - - - - 55.65%
BT INTERNATIONAL EQUITY INDEX 25.43% - - - - 48.22%
Lipper International 43.24% - - - - 61.58%
Benchmark 26.96% - - - - 52.35%
- ------------------------------------- ------- ------- -------- -------- --------- ---------
</TABLE>

<PAGE>

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

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>
BT SMALL COMPANY INDEX 18.80% - - - - 14.20%
Lipper Small Cap 34.26% - - - - 37.82%
Benchmark 21.26% - - - - 18.17%
EQ/EVERGREEN 7.97% - - - - 7.97%
Lipper Growth 29.78% - - - - 29.78%
Benchmark #1 21.26% - - - - 21.26%
Benchmark #2 21.03% - - - - 21.03%
EQ/EVERGREEN FOUNDATION 5.64% - - - - 5.64%
Lipper Balanced 8.69% - - - - 8.69%
Benchmark 11.15% - - - - 11.15%
MFS EMERGING GROWTH COMPANIES 70.90% - - - - 173.96%
Lipper Mid-Cap 51.65% - - - - 120.85%
Benchmark 21.26% - - - - 52.05%
MFS GROWTH WITH INCOME 6.98% - - - - 6.98%
Lipper Growth and Income 12.90% - - - - 12.90%
Benchmark 21.03% - - - - 21.03%
MFS RESEARCH 21.15% - - - - 69.84%
Lipper Growth 29.78% - - - - 101.13%
Benchmark 21.03% - - - - 90.75%
MERCURY BASIC VALUE EQUITY 17.04% - - - - 48.77%
Lipper Growth & Income 12.90% - - - - 56.85%
Benchmark 21.03% - - - - 90.75%
MERCURY WORLD STRATEGY 19.40% - - - - 30.00%
Lipper Global Flexible portfolio 12.93% - - - - 35.69%
Benchmark 13.07% - - - - 49.16%
MORGAN STANLEY EMERGING MARKETS
EQUITY 92.62% - - - - 9.74%
Lipper Emerging Markets 82.53% - - - - 7.48%
Benchmark 66.41% - - - - 5.32%
EQ/PUTNAM BALANCED 1.56% - - - - 22.65%
Lipper Balanced 8.69% - - - - 42.44%
Benchmark 11.39% - - - - 61.21%
EQ/PUTNAM GROWTH & INCOME VALUE (2.94)% - - - - 23.87%
Lipper Growth & Income 12.90% - - - - 56.85%
Benchmark 21.03% - - - - 90.75%
T. ROWE PRICE EQUITY INCOME 1.90% - - - - 32.12%
Lipper Equity Income 6.90% - - - - 43.31%
Benchmark 21.03% - - - - 90.75%
T. ROWE PRICE INTERNATIONAL STOCK 29.76% - - - - 41.44%
Lipper International 43.24% - - - - 65.44%
Benchmark 26.96% - - - - 56.70%
WARBURG PINCUS SMALL COMPANY VALUE 0.17% - - - - 4.53%
Lipper Small Cap 34.26% - - - - 83.94%
Benchmark #1 21.26% - - - - 52.05%
Benchmark #2 (1.49)% 19.99%

</TABLE>
- ----------
* Portfolio inception dates are shown in Table 1. Lipper survey and
benchmark "Since portfolio inception" information is as of the month-end
closest to the actual date of portfolio inception.

<PAGE>
- -----
71
- --------------------------------------------------------------------------------

TABLE 5
YEAR-BY-YEAR RATES OF RETURN

<TABLE>
<S> <C> <C> <C> <C>
1990 1991 1992 1993
------ ------ ------ ------
EQ/Aggressive Stock 6.16% 83.43% (4.95)% 14.59%
Alliance Common Stock (9.82)% 35.34% 1.31% 22.52%
Alliance Conservative Investors 4.40% 17.67% 3.76% 8.77%
Alliance Global (7.81)% 28.15% (2.35)% 29.68%
Alliance Growth and Income - - - (0.72)%+
Alliance Growth Investors 8.61% 46.16% 2.96% 13.15%
Alliance High Yield (2.95)% 22.17% 10.23% 20.88%
Alliance Intermediate Government
Securities - 10.71%+ 3.64% 8.50%
Alliance International - - - -
Alliance Money Market 6.23% 4.23% 1.65% 1.06%
Alliance Small Cap Growth - - - -
BT Equity 500 Index - - - -
BT International Equity Index - - - -
BT Small Company Index - - - -
EQ/Evergreen - - - -
EQ/Evergreen Foundation - - - -
MFS Emerging Growth Companies - - - -
MFS Growth with Income - - - -
MFS Research - - - -
Mercury Basic Value Equity - - - -
Mercury World Strategy - - - -
Morgan Stanley Emerging Markets Equity - - - -
EQ/Putnam Balanced - - - -
EQ/Putnam Growth with Income - - - -
T. Rowe Price Equity Income - - - -
T. Rowe Price International Stock - - - -
Warburg Pincus Small Company Value - - - -

<S> <C> <C> <C> <C> <C> <C>
1994 1995 1996 1997 1998 1999
------- ------ ------ ------ ------ ------
EQ/Aggressive Stock (5.59)% 29.21% 19.93% 8.77% (1.55)% 16.65%
Alliance Common Stock (3.94)% 30.01% 21.97% 26.84% 27.00% 22.89%
Alliance Conservative Investors (5.86)% 18.19% 3.25% 11.15% 11.79% 8.11%
Alliance Global 3.29% 16.63% 12.47% 9.49% 19.56% 35.96%
Alliance Growth and Income (2.41)% 21.79% 17.86% 24.42% 18.63% 16.48%
Alliance Growth Investors (4.94)% 24.05% 10.51% 14.63% 16.93% 24.25%
Alliance High Yield (4.58)% 17.71% 20.60% 16.28% (6.90)% (5.13)%
Alliance Intermediate Government
Securities (6.13)% 11.24% 1.85% 5.31% 5.76% (1.71)%
Alliance International - 9.76%+ 7.77% (4.84)% 8.53% 35.25%
Alliance Money Market 2.10% 3.80% 3.37% 3.48% 3.40% 3.05%
Alliance Small Cap Growth - - - 25.16%+ (5.97)% 25.58%
BT Equity 500 Index - - - - 23.13% 18.38%
BT International Equity Index - - - - 18.17% 25.43%
BT Small Company Index - - - - (3.87)% 18.80%
EQ/Evergreen - - - - - 7.97%
EQ/Evergreen Foundation - - - - - 5.64%
MFS Emerging Growth Companies - - - 21.11%+ 32.37% 70.90%
MFS Growth with Income - - - - - 6.98%
MFS Research - - - 14.80%+ 22.12% 21.15%
Mercury Basic Value Equity - - - 15.77%+ 9.80% 17.04%
Mercury World Strategy - - - 3.58%+ 5.11% 19.40%
Morgan Stanley Emerging Markets Equity - - - (20.66)%+ (28.19)% 92.62%
EQ/Putnam Balanced - - - 13.24%+ 10.02% (1.56)%
EQ/Putnam Growth with Income - - - 14.96%+ 11.02% (2.94%)
T. Rowe Price Equity Income - - - 20.81%+ 7.33% 1.90%
T. Rowe Price International Stock - - - (2.57)%+ 11.88% 29.76%
Warburg Pincus Small Company Value - - - 17.84%+ (11.45)% 0.17%
</TABLE>

- ----------
+ Returns for these portfolios represent less than 12 months of performance.
The returns are as of each portfolio inception date as shown in Table 1.

<PAGE>

- ----------
72
- --------------------------------------------------------------------------------
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:

<TABLE>
<S> <C>
Barron's Money Management Letter
Morningstar's Variable Annuity Investment Dealers
Sourcebook Digest
Business Week National Underwriter
Forbes Pension & Investments
Fortune USA Today
Institutional Investor Investor's Business Daily
Money The New York Times
Kiplinger's Personal Finance The Wall Street Journal
Financial Planning The Los Angeles Times
Investment Adviser The Chicago Tribune
Investment Management Weekly
</TABLE>
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 yields for the Alliance
High Yield option and Alliance Intermediate Government Securities option will
be based on net changes in a hypothetical investment over a given 30-day
period, exclusive of capital changes, and then "annualized" (assuming that the
same 30-day result would occur each month for 12 months).

"Effective yield" is calculated in a similar manner, but when annualized, any
income earned by the investment is assumed to be reinvested. The "effective
yield" will be slightly higher than the "current yield" because any earnings
are compounded weekly for the Alliance Money Market option. The current yields
and effective yields assume the deduction of all current contract charges and
expenses other than the

<PAGE>

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

withdrawal charge, and any charge designed to approximate certain taxes
imposed on us, such as premium taxes in your state. For more information, see
"Yield Information for the Alliance Money Market Option, Alliance High Yield
Option, and Alliance Intermediate Government Securities Option" in the SAI.

<PAGE>

Appendix I: Condensed financial information

- --------
A-1
- --------------------------------------------------------------------------------

The unit values and number of units outstanding shown below are for contracts
offered under Separate Account No. 45 with the same daily asset based charges
of 1.60%.

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT EQ/ALLIANCE TECHNOLOGY WHICH IS BEING OFFERED FOR THE
FIRST TIME ON MAY 1, 2000.

<TABLE>
<CAPTION>
YEAR ENDED
DEC. 31, 1999
----------------
<S> <C>
EQ/AGGRESSIVE STOCK
Unit value $ 78.30
Number of units outstanding (000s) 16
ALLIANCE COMMON STOCK
Unit value $ 275.01
Number of units outstanding (000s) 66
ALLIANCE CONSERVATIVE INVESTORS
Unit value $ 22.38
Number of units outstanding (000s) 216
ALLIANCE GLOBAL
Unit value $ 43.04
Number of units outstanding (000s) 97
ALLIANCE GROWTH AND INCOME
Unit value $ 24.13
Number of units outstanding (000s) 342
ALLIANCE GROWTH INVESTORS
Unit value $ 42.29
Number of units outstanding (000s) 149
ALLIANCE HIGH YIELD
Unit value $ 25.73
Number of units outstanding (000s) 35
ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES
Unit value $ 14.70
Number of units outstanding (000s) 59
ALLIANCE INTERNATIONAL
Unit value $ 16.61
Number of units outstanding (000s) 38
ALLIANCE MONEY MARKET
Unit value $ 25.55
Number of units outstanding (000s) 549
</TABLE>

<PAGE>

- -------
A-2
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
YEAR ENDED
DEC. 31, 1999
----------------
<S> <C>
EQ/ALLIANCE PREMIER GROWTH
Unit Value $ 11.77
Number of units outstanding (000s) 1,112
ALLIANCE SMALL CAP GROWTH
Unit value $ 14.78
Number of units outstanding (000s) 30
BT EQUITY 500 INDEX
Unit value $ 14.58
Number of units outstanding (000s) 385
BT INTERNATIONAL EQUITY INDEX
Unit value $ 14.82
Number of units outstanding (000s) 33
BT SMALL COMPANY INDEX
Unit value $ 11.42
Number of units outstanding (000s) 23
CAPITAL GUARDIAN RESEARCH
Unit value $ 10.60
Number of units outstanding (000s) 13
CAPITAL GUARDIAN U.S. EQUITY
Unit value $ 10.26
Number of units outstanding (000s) 31
EQ/EVERGREEN
Unit value $ 10.80
Number of units outstanding (000s) 8
EQ/EVERGREEN FOUNDATION
Unit value $ 10.56
Number of units outstanding (000s) 44
MFS EMERGING GROWTH COMPANIES
Unit value $ 27.40
Number of units outstanding (000s) 383
MFS GROWTH WITH INCOME
Unit value $ 10.70
Number of units outstanding (000s) 103
</TABLE>

<PAGE>

- -------
A-3
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
YEAR ENDED
DEC. 31, 1999
----------------
<S> <C>
MFS RESEARCH
Unit value $ 16.99
Number of units outstanding (000s) 71
MERCURY BASIC VALUE EQUITY
Unit value $ 14.88
Number of units outstanding (000s) 163
MERCURY WORLD STRATEGY
Unit value $ 13.00
Number of units outstanding (000s) 13
MORGAN STANLEY EMERGING MARKETS EQUITY
Unit value $ 10.97
Number of units outstanding (000s) 126
EQ/PUTNAM BALANCED
Unit value $ 12.27
Number of units outstanding (000s) 19
EQ/PUTNAM GROWTH & INCOME VALUE
Unit value $ 12.39
Number of units outstanding (000s) 12
T. ROWE PRICE EQUITY INCOME
Unit value $ 13.21
Number of units outstanding (000s) 117
T. ROWE PRICE INTERNATIONAL STOCK
Unit value $ 14.15
Number of units outstanding (000s) 37
WARBURG PINCUS SMALL COMPANY VALUE
Unit value $ 10.45
Number of units outstanding (000s) 18
</TABLE>

<PAGE>

Appendix II: Purchase considerations for QP contracts

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

Trustees who are considering the purchase of an Equitable Accumulator Plus 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
Plus QP contract or another annuity. Therefore, you should purchase an
Equitable Accumulator Plus 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 withdrawal
charge 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 the QP contract
may not be an appropriate purchase for annuitants approaching or over age 70
1/2.

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 III: Guaranteed minimum death benefit example

The death benefit under the contracts is equal to the account value or, if
greater, the guaranteed minimum death benefit.

The following illustrates the guaranteed minimum death benefit
calculation. Assuming $100,000 is allocated to the variable investment
options (with no allocation to the Alliance Money Market option or Alliance
Intermediate Government Securities option), no additional contributions, no
transfers, no withdrawals and no loans under a Rollover TSA contract, the
guaranteed minimum death benefit for an annuitant age 45 would be calculated
as follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
END OF 5% ROLL UP TO AGE 80 ANNUAL RATCHET TO AGE 80
CONTRACT GUARANTEED MINIMUM GUARANTEED MINIMUM
YEAR ACCOUNT VALUE DEATH BENEFIT(1) DEATH BENEFIT
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
1 $105,000 $105,000(1) $105,000(3)
- --------------------------------------------------------------------------------
2 $115,500 $110,250(2) $115,500(3)
- --------------------------------------------------------------------------------
3 $129,360 $115,763(2) $129,360(3)
- --------------------------------------------------------------------------------
4 $103,488 $121,551(1) $129,360(4)
- --------------------------------------------------------------------------------
5 $113,837 $127,628(1) $129,360(4)
- --------------------------------------------------------------------------------
6 $127,497 $134,010(1) $129,360(4)
- --------------------------------------------------------------------------------
7 $127,497 $140,710(1) $129,360(4)
- --------------------------------------------------------------------------------
</TABLE>

The account values for contract years 1 through 7 are based on
hypothetical rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%,
12.00% and 0.00%. We are using these rates solely to illustrate how the
benefit is determined. The return rates bear no relationship to past or
future investment results.

5% ROLL UP TO AGE 80

(1) At the end of contract year 1, and again at the end of contract years 4
through 7, the death benefit will be equal to the guaranteed minimum death
benefit.

(2) At the end of contract years 2 and 3, the death benefit will be equal to
the current account value since it is higher than the current guaranteed
minimum death benefit.

ANNUAL RATCHET TO AGE 80

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

(4) At the end of contract years 4 through 7, the guaranteed minimum death
benefit is equal to the guaranteed minimum death benefit at the end of the
prior year since it is equal to or higher than the current account value.

C-1

<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, Alliance High Yield
Option, and Alliance Intermediate Government Securities Option 3
Financial Statements 5
</TABLE>

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

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

Please send me an Equitable Accumulator Plus SAI for Separate Account No. 45
dated May 1, 2000:

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

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

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

IM-99-12 SAI (5/00)

<PAGE>

Equitable Accumulator Plus(SM)
A variable deferred annuity contract

STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 2000

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

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

This statement of additional information ("SAI") is not a prospectus. It should
be read in conjunction with the related Equitable Accumulator Plus prospectus,
dated May 1, 2000. That prospectus provides detailed information concerning the
contracts and the variable investment 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,
Alliance High Yield Option, and Alliance Intermediate
Government Securities Option 2
Financial Statements 3

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

IM-99-12 SAI (10/99)

<PAGE>

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

UNIT VALUES

Unit values are determined at the end of each valuation period for each of the
variable investment options. We may offer other annuity contracts and
certificates which will have their own unit values for the variable investment
options. They may be different from the unit values for the Equitable
Accumulator Plus.

The unit value for a variable investment option for any valuation period is
equal to: (1) the unit value for the preceding valuation period multiplied by
(ii) the net investment factor for that option for that valuation period. A
valuation period is each business day together with any preceding non-business
days. The net investment factor is:

(a/b) - c

where:

(a) is the value of the variable investment option's shares of the corresponding
portfolio at the end of the valuation period. Any amounts allocated to or
withdrawn from the option for the valuation period are not taken into
account. For this purpose, we use the share value reported to us by EQ
Advisors Trust.

(b) is the value of the variable investment option's shares of the corresponding
portfolio at the end of the preceding valuation period. (Any amounts
allocated or withdrawn for that valuation period are taken into account.)

(c) is the daily mortality and expense risks charge, administrative charge, and
distribution charge relating to the contracts, times the number of calendar
days in the valuation period. These daily charges are at an effective annual
rate not to exceed a total of 1.60%.

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, ALLIANCE HIGH YIELD
OPTION, AND ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES OPTION

ALLIANCE MONEY MARKET OPTION

The Alliance Money Market option calculates yield information for seven-day
periods. The seven-day current yield calculation is based on a hypothetical
contract with one unit at the beginning of the period. To determine the
seven-day rate of return, the net change in the unit value is computed by
subtracting the unit value at the beginning of the period from a unit value,
exclusive of capital changes, at the end of the period.

Unit values reflect all other accrued expenses of the Alliance Money Market
option but do not reflect any withdrawal charge or charges for applicable taxes
such as state or local premium taxes.

The adjusted net change is divided by the unit value at the beginning of the
period to obtain what is called the adjusted base period rate of return. This
seven-day adjusted base period return is then multiplied by 365/7 to produce an
annualized seven-day current yield figure carried to the nearest one-hundredth
of one percent.

The effective yield is obtained by modifying the current yield to take into
account the compounding nature of the Alliance Money Market option's
investments, as follows: the unannualized adjusted base period return is
compounded by adding one to the adjusted base period return, raising the sum to
a power equal to 365 divided by 7, and subtracting one from

<PAGE>

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

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 AND ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES
OPTION

The Alliance High Yield option and Alliance Intermediate Government Securities
option calculate yield information for 30-day periods. The 30-day current yield
calculation is based on a hypothetical contract with one unit at the beginning
of the period. To determine the 30-day rate of return, the net change in the
unit value is computed by subtracting the unit value at the beginning of the
period from a unit value, exclusive of capital changes, at the end of the
period.

Unit values reflect all other accrued expenses of the Alliance High Yield option
and Alliance Intermediate Government Securities option but do not reflect any
withdrawal charge or charges for applicable taxes such as state or local premium
taxes.

The adjusted net change is divided by the unit value at the beginning of the
period to obtain the adjusted base period rate of return. This 30-day adjusted
base period return is then multiplied by 365/30 to produce an annualized 30-day
current yield figure carried to the nearest one-hundredth of one percent.

Yields for the Alliance High Yield option and Alliance Intermediate Government
Securities option will fluctuate daily. Accordingly, yields for any given period
do not necessarily represent future results. In addition, the value of units of
the Alliance High Yield option and Alliance Intermediate Government Securities
option will fluctuate and not remain constant.

YIELD INFORMATION FOR THE ALLIANCE MONEY MARKET OPTION, ALLIANCE HIGH YIELD
OPTION, AND ALLIANCE INTERMEDIATE GOVERNMENT SECURITIES OPTION

The yields for the Alliance Money Market option, Alliance High Yield option, and
Alliance Intermediate Government Securities option reflect charges that are not
normally reflected in the yields of other investments. Therefore, they may be
lower when compared with yields of other investments. The yields for the options
should not be compared to the return on fixed rate investments which guarantee
rates of interest for specified periods. Nor should the yields be compared to
the yields of money market options made available to the general public.

The seven-day current yield for the Alliance Money Market option was 3.48% for
the period ended December 31, 1999. The effective yield for that period was
3.54%.

The effective yields for the Alliance High Yield option and the Alliance
Intermediate Government Securities option were 12.05% and 4.14%, respectively
for the 30-day period ended December 31, 1999.

Because the above yields reflect the deduction of variable investment option
expenses, they are lower than the corresponding yield figures for the Alliance
Money Market, Alliance High Yield and Alliance Intermediate Government
Securities portfolios which reflect only the deduction of EQ Advisors Trust
level expenses.

FINANCIAL STATEMENTS

The consolidated financial statements of Equitable Life included herein should
be considered only as bearing upon the ability of Equitable Life to meet its
obligations under the contracts.

<PAGE>

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

INDEX TO FINANCIAL STATEMENTS
<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

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
========== ======== =========== ===========

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

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
============ ========== ============ ============ ===========

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
======== ======== ======== =========== ==========

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
========== ========== =========== =========== ============

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
============ =========== ========== ===========

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
=========== =========== ============ ============

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
=========== =========== =========== ========== ==========

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:

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:

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) --

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>

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>

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.

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.

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 -- -- --

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.

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.

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 -- -- --

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.

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 -- -- --

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.

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 -- -- --

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.

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 -- -- --

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 -- -- --

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.

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 -- -- --

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.

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 -- -- --

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 included in Part B.

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 No. (1) to Registration Statement No. 33-83750, filed
February 27, 1998.

2. Not applicable.

3. (a) Distribution and Servicing Agreement among Equico Securities,
Inc. (now EQ Financial Consultants, Inc.), 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 3(c) to the Registration
Statement on Form N-4 (File No. 2-30070) on February 14, 1995.

(b) Letter of Agreement for Distribution Agreement among The
Equitable Life Assurance Society of the United States and EQ
Financial Consultants, Inc., dated April 20, 1998 incorporated
herein by reference to Exhibit 3(c) to Registration Statement
No. 33-83750, filed May 1, 1998.

(c) Form of Sales Agreement among Equitable Distributors, Inc., as
Distributor, a Broker- Dealer (to be named) and a General Agent
(to be named), incorporated herein by reference to Exhibit No.
3(b) to Registration Statement No. 33-83750, filed February 27,
1998.

C-1

<PAGE>

4. (a) Form of group annuity contract no. 1050-94IC, incorporated
herein by reference to Exhibit 4(a) to Registration Statement
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 Registration
Statement No. 33-83750, filed February 27, 1998.

(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
Registration Statement No. 33-83750, filed February 27, 1998.

(d) Form of Guaranteed Minimum Income Benefit Endorsement to
Contract Form No. 1050-94IC and the Certificates under the
Contract, incorporated herein by reference to Exhibit 4(h) to
Registration Statement No. 33-83750, filed April 23, 1996.

(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(l) to Registration Statement No.
33-83750, filed December 31, 1997.

(f) Form of data pages No. 94ICB and 94ICBMVA for Equitable
Accumulator (IRA) Certificates, incorporated herein by
reference to Exhibit 4(m) to Registration Statement No.
33-83750, filed February 27, 1998.

(g) Form of data pages No. 94ICB and 94ICBMVA for Equitable
Accumulator (NQ) Certificates, incorporated herein by reference
to Exhibit 4(n) to Registration Statement No. 33-83750, filed
February 27, 1998.

(h) Form of data pages No. 94ICB and 94ICBMVA for Equitable
Accumulator (QP) Certificates, incorporated herein by reference
to Exhibit 4(o) to Registration Statement No. 33-83750, filed
February 27, 1998.

(i) Form of Endorsement applicable to Defined Benefit Qualified Plan
Certificates No. 98ENDQPI, incorporated herein by reference to
Exhibit 4(r) to Registration Statement No. 33-83750, filed
May 1, 1998.

(j) Form of Endorsement applicable to Non-Qualified Certificates No.
98ENJONQI, incorporated herein by reference to Exhibit 4(s) to
Registration Statement on No. 33-83750, filed February 27, 1998.

(k) Form of Endorsement for Extra Credit Annuity Form No. 98ECENDI
and Data Pages, previously filed with this Registration
Statement File No. 333-64751 on September 30, 1998.

(l) Form of Endorsement applicable to Defined Contribution Qualified
Plan Certificates No. 97ENQPI and Data Pages 94ICA/B, previously
filed with this Registration Statement File No. 333-64751 on
September 30, 1998.

(m) Form of Endorsement for Beneficiary Continuation Option Form No.
2000 ENIRAI-IM, applicable to IRA certificates.

C-2
<PAGE>

5. (a) Form of Enrollment Form/Application No. 126737 (5/98) for
Equitable Accumulator (IRA, NQ and QP), incorporated herein by
reference to Exhibit 5(e) to Registration Statement No.
33-83750, filed February 27, 1998.

6. (a) Restated Charter of Equitable, as amended January 1, 1997,
incorporated herein by reference to Exhibit 6(a) to Registration
Statement No. 33-83750, 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. 33-83750, 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., 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 Counsel, previously filed with this
Registration Statement, File No. 333-64751 on June 7, 1999.

10. (a) Consent of PricewaterhouseCoopers LLP.

(b) Powers of Attorney.

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. 33-83750, filed February 27, 1998.

(b) Formulae for Determining Cumulative and Annualized Rates of
Return, incorporated herein by reference to Exhibit 13(b) to
Registration Statement No. 33-83750, filed February 27, 1998.

(c) Formulae for Determining Standardized Performance Value and
Annualized Average Performance Ratio, incorporated herein by
reference to Exhibit 13(c) to Registration Statement No.
33-83750, filed February 27, 1998.

C-3
<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
23, Avenue Matignon
75008 Paris, France

Henri de Castries Director
AXA
23, Avenue Matignon
75008 Paris, France

Joseph L. Dionne Director
198 North Wieton Rd.
New Canaan, Ct 06840

Denis Duverne Director
AXA
23, 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-4
<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
SBC Warburg Dillon Read LLC
299 Park Ave 40th Floor
New York, NY 10171

Mary R. (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-5
<PAGE>

POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH
BUSINESS ADDRESS EQUITABLE
- ---------------- ---------

Didier Pineau-Valencienne Director
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
Chief Agency Officer

*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-6
<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 Junkins Senior Vice President

*Donald R. Kaplan Senior Vice President and Chief
Compliance Officer and Associate
General Counsel

*Michael S. Martin Executive Vice President and Chief
Marketing Officer

*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

*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 Wilcox Executive Vice President

*R. Lee Wilson Executive Vice President

*Maureen K. Wolfson Vice President

C-7

<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 The Equitable Companies Incorporated (the "Holding Company"), a
publicly traded company.

The largest stockholder of the Holding Company is AXA which as of
December 31, 1999 beneficially owned 58.0% 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-8
<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

<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

<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.

<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

<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.

<PAGE>

Item 27. Number of Contractowners

Currently, there are 1,613 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") provides, 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.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 in $100 million, and the policies insure the
officers and directors against certain liablities 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, EQ Financial Consultants, Inc. ("EQ
Financial") 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 EQ Financial.

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) EQ Financial, an indirect wholly owned subsidiary of Equitable, is
the principal underwriter for Separate Account No. 45. The principal business
address of EQ Financial is 1290 Avenue of the Americas, NY, NY 10104.

(b) Set forth below is certain information regarding the directors
and principal officers of EQ Financial Consultants, Inc. The business address of
the persons whose names are preceded by an asterisk is that of EQ Financial.

C-9
<PAGE>

NAME AND PRINCIPAL POSITIONS AND OFFICES WITH UNDERWRITER
BUSINESS ADDRESS (AXA ADVISORS LLC)
- ---------------- --------------------------------------

*Michael S. Martin Chairman of the Board and Chief
Executive Officer, and Director

*Martin J. Telles Executive Vice President and Chief
Marketing Officer

*Derry E. Bishop Executive Vice President and Director

*Harvey E. Blitz Executive Vice President and Director

S. 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

*Cindy Schreiner Senior Vice President

*Donna M. Dazzo First Vice President

*Amy Francesscheni First Vice President

*Anne Nussbaum First Vice President

*Philomena Scamardella First Vice President

*Michael Brzozowski Vice President and Compliance Director

*Mark D. Godolsky Vice President and Controller

*Linda J. Galasso Secretary

*Francesca Divone Assistant Secretary

(c) The information under "Distribution of the Certificates" in the
Prospectus forming a part of this Registration Statement is incorporated
herein by reference.

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-10
<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, 1988
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-11
<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Amendment to the Registration Statement
and has duly caused this amendment to the Registration Statement to be signed
on its behalf, in the City and State of New York, on this day of April, 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-12
<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Depositor has duly caused this amendment to the Registration
Statement to be signed on its behalf, in the City and State of New York, on this
day of April, 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 amendment to the
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.
William T. Esrey Mary R. (Nina) Henderson Peter J. Tobin
Jean-Rene Fourtou W. Edwin Jarmain Stanley B. Tulin
Norman C. Francis Dave H. Williams

*By: /s/ Naomi J. Weinstein
------------------------
Naomi J. Weinstein
Attorney-in-Fact

April __, 2000

C-13
<PAGE>
EXHIBIT INDEX

EXHIBIT NO. TAG VALUE
- ----------- ---------

4(m) Form of Endorsement - Beneficiary continuation option EX-99.4m

10(a) Consent of PricewaterhouseCoopers LLP EX-99.10a

10(c) Powers of Attorney EX-99.10c

C-14

ENDORSEMENT
APPLICABLE TO IRA CERTIFICATES

As specified in the Data pages, this Certificate is an "IRA Certificate," which
is issued as an individual retirement annuity contract that meets the
requirements of Section 408(b) of the Code. It is established for the exclusive
benefit of you and your beneficiaries, and the terms below change, or are added
to, applicable sections of this Certificate. Also, your rights under this
Certificate are not forfeitable.

1. OWNER (SECTION 1.17):

You must be both the Owner and the Annuitant.

2. ANNUITY COMMENCEMENT DATE (SECTION 1.04):

You may not choose an Annuity Commencement Date later than the maximum
maturity age, currently the greater of age 90 or as stated in the Data
pages. If you choose a Date later than age 70 1/2, you must withdraw at
least the minimum payments required under Sections 408(b) and 401(a)(9)
of the Code and applicable Treasury regulations. See Section 5.01 of
the Certificate (Withdrawals) and Item 7 (Required Payments) below.

3. CONTRIBUTIONS (SECTION 3.01 AND 3.02):

No Contributions will be accepted unless they are in cash (or check or
other form if we require). Except in the case of a "rollover
Contribution," the total of such Contributions will not exceed $2,000
for any taxable year. A "rollover Contribution" is one permitted by
Sections 402(c), 403(a)(4), 403(b)(8), or 408(d)(3) of the Code.

Amounts transferred to the Certificate from an individual retirement
account or annuity contract, which meets the requirements of Section
408 of the Code, are not subject to the $2,000 limit.

If you make a Contribution which is an "eligible retirement plan
rollover" as defined in Section 402(c) or 403(b)(8) of the Code, and
you commingle such Contribution with other Contributions, you may not
be able to roll over the eligible retirement plan Contributions and
earnings to another qualified plan or Code Section 403(b) arrangement
at a future date, unless the Code permits.

4. DEATH BENEFIT (SECTION 6.01):

Under either of the following two circumstances, the death benefit
under Section 6.01 of the Certificate will not be paid at your death
before the Annuity Commencement Date and the coverage under the
Certificate will continue if (1) you are married at the time of your
death and the person named as beneficiary

No. 2000ENIRAI-IM - 1 -

<PAGE>

under Section 6.02 of your Certificate is your surviving spouse; and
(2) your surviving spouse elects to become "Successor Annuitant and
Owner" of your Certificate.

Also, a death benefit will not be paid under this Section 6.01 if the
"Beneficiary Continuation Option" under Item 6 of this Endorsement is
in effect.

5. BENEFICIARY (SECTION 6.02). THE THIRD PARAGRAPH OF THE CERTIFICATE IS
REPLACED WITH THE FOLLOWING:

Any part of a death benefit payable under Section 6.01, for which there
is no named beneficiary living at your death will be payable in a
single sum to your surviving spouse, if any; if there is no surviving
spouse, then to the children who survive you, in equal shares; if there
are no children, then to your estate.

6. BENEFICIARY CONTINUATION OPTION:

This Item 6 will apply only if you die before the Annuity Commencement
Date, and the beneficiary named under Section 6.02 of the Certificate
is an individual.

If there is more than one beneficiary, and any beneficiary is not an
individual, then this Item 6 does not apply, and the death benefit
described in Section 6.01 of the Certificate is payable.

If this Item 6 applies and there is more than one beneficiary, the
Annuity Account Value will be apportioned among your beneficiaries as
you designate pursuant to Section 6.02 of the Certificate.

If you die after your Required Beginning Date for required minimum
distribution payments, described below in Item 7, Subsection A of this
Endorsement (Minimum Distribution Rules--Required Payments During Your
Life) and such required minimum distribution payments have not
commenced under this Certificate, the death benefit under Section 6.01
will be paid in a lump sum and this Item 6 does not apply unless prior
to your death you have notified us in accordance with our procedures
then in effect that the beneficiary named pursuant to Section 6.02 of
the Certificate is also the designated beneficiary for purposes of
"Minimum Distribution Rules--Required Payments During Your Life"
described below in Item 7 of this Endorsement.

If the beneficiary qualifies to continue this Certificate, and we
receive the beneficiary's election within 60 days of receipt of proof
of your death, the beneficiary may continue your Certificate pursuant
to this Item 6 under the terms set forth in (a) through (h) below. Your
Certificate may be continued by one or more beneficiaries
(collectively, the "Continuation Beneficiary"). If there is more than
one beneficiary, the election must be provided to us within 60 days by
each

No. 2000ENIRAI-IM - 2 -

<PAGE>

beneficiary with respect to that beneficiary's portion of the Annuity
Account Value. For any beneficiary who does not so timely elect, we
will pay that beneficiary's share of the death benefit pursuant to
Section 6.01 of the Certificate in a lump sum.

a. the Continuation Beneficiary will automatically become the
Annuitant as defined in Section 1.01 of the Certificate with
respect to that Continuation Beneficiary's portion of the
Annuity Account Value.

b. the Continuation Beneficiary will have the same right to
transfer amounts among the Investment Options as the
Annuitant.

c. the Continuation Beneficiary cannot make any additional
Contributions.

d. distributions to the Continuation Beneficiary will be made in
accordance with requirements described in Item 7, Subsection B
of this Endorsement (Minimum Distribution Rules--Required
Payments After Death). If there is more than one beneficiary
and any Continuation Beneficiary requests payment pursuant to
Item 7, Subsection B(1) of this Endorsement, then all
Continuation Beneficiaries must agree to make this payment
election. If all Continuation Beneficiaries cannot so agree,
then we will instead make a complete distribution of your
entire interest no later than December 31st of the calendar
year that contains the fifth anniversary of your death.
Further, where payment pursuant to Item 7, Subsection B(1) of
this Endorsement is elected by all Continuation Beneficiaries,
the Annuity Account Value apportioned to each Continuation
Beneficiary is distributed based upon the life expectancy of
the oldest of the beneficiaries designated under Section 6.02
of the Certificate, even if that individual does not elect to
be a Continuation Beneficiary.

e. the Continuation Beneficiary may withdraw the Annuity Account
Value apportioned to such Continuation Beneficiary at any
time; withdrawals made after we have received a Continuation
Beneficiary's election to continue this Certificate are not
subject to a withdrawal charge.

f. upon the Continuation Beneficiary's death, we will make a lump
sum payment (other payment options are not available) to the
person designated by the deceased Continuation Beneficiary to
receive that deceased Continuation Beneficiary's portion of
the Annuity Account Value, if any remains.

g. the Certificate cannot be assigned and must continue in your
name for benefit of your Continuation Beneficiary.

No. 2000ENIRAI-IM - 3 -

<PAGE>

h. if a minimum income benefit pursuant to Section 7.08 of the
Certificate and/or a minimum death benefit pursuant to Section
6.01 of the Certificate are in effect upon our receipt of
proof of your death, the charges, if any, for such benefit(s)
will no longer apply and the minimum income benefit and the
minimum death benefit will no longer be in force.

7. REQUIRED PAYMENTS:

This Certificate is subject to these "Required Payment" or "Minimum
Distribution" rules of Sections 408(b) and 401(a)(9) of the Code and
the Treasury Regulations which apply.

A. MINIMUM DISTRIBUTION RULES -- REQUIRED PAYMENTS DURING YOUR
LIFE -- Your entire interest in this Certificate will be
distributed or begin to be distributed no later than the first
day of April following the calendar year in which you attain
age 70 1/2 ( "Required Beginning Date "). Your entire interest
may be distributed, as you elect, over (a) your life, or the
lives of you and your designated beneficiary, or (b) a period
certain not extending beyond your life expectancy, or the
joint and last survivor expectancy for you and your designated
beneficiary. Distributions must be made in periodic payments
at intervals of no longer than one year. In addition, payments
must be either non-increasing or they may increase only as
provided in Q & A F-3 of Section 1.401(a)(9)-1 of the Proposed
Treasury Regulations, or any successor Regulation thereto.

All distributions made under this Certificate must be made in
accordance with the requirements of Sections 408(b) and
401(a)(9) of the Code, including the incidental death benefit
requirements of Section 401(a)(9)(G) of the Code, and
applicable Treasury Regulations, including the minimum
distribution incidental benefit requirements of Section
1.401(a)(9)-2 of the Proposed Treasury Regulations, or any
successor Regulation thereto.

For purposes of determining the "period certain" referred to
in the first paragraph of this Section, life expectancy is
computed by use of the expected return multiples in Tables V
and VI of Treasury Regulation Section 1.72-9. Unless you
otherwise elect prior to the time distributions are required
to begin, life expectancies will be recalculated annually.
Such election will be irrevocable and will apply to all
subsequent years. The life expectancy of a non-spouse
beneficiary may not be recalculated. Instead, life expectancy
will be calculated using the attained age of such beneficiary
during the calendar year in which you attain age 70 1/2, and
payments of subsequent years will be calculated based on such
life expectancy reduced

No. 2000ENIRAI-IM - 4 -

<PAGE>

by one for each calendar year which has elapsed since the
calendar year in which life expectancy was first calculated.

B. MINIMUM DISTRIBUTION RULES -- REQUIRED PAYMENTS AFTER DEATH --
If you die after distribution of your interest in this
Certificate has begun, the remaining portion of such interest
will continue to be distributed at least as rapidly as under
the method of distribution being used prior to your death.

If you die before distribution of your interest in this
Certificate begins, distribution of your entire interest will
be completed no later than December 31 of the calendar year
containing the fifth anniversary of your death, except to the
extent that an election is made to receive distributions after
your death in accordance with the following alternate form of
distribution in (1) or (2) below:

(1) If your interest is payable to a designated
beneficiary, then your entire interest may be
distributed over the life of, or over a period certain
not greater than the life expectancy of, the designated
beneficiary. Such distributions must commence on or
before December 31 of the calendar year immediately
following the calendar year of your death.

(2) If the designated beneficiary is your surviving spouse,
the date that distributions are required to begin in
accordance with (1) above shall not be earlier than the
later of (a) December 31 of the calendar year
immediately following the calendar year of your death
or (b) December 31 of the calendar year in which you
would have attained age 70 1/2.

If the designated beneficiary is your surviving spouse, and a
Successor Annuitant and Owner option (described in Item 4
above of this Endorsement) is elected, the distribution of
your interest need not be made until after your surviving
spouse's death.

For purposes of determining the "period certain" referred to
above, life expectancy is computed by use of the expected
return multiples in Table V and VI of Treasury Regulation
Section 1.72-9. For purposes of distributions beginning after
your death, unless otherwise elected by the surviving spouse
by the time distributions are required to begin, life
expectancies will be recalculated annually. Such election will
be irrevocable by the surviving spouse and will apply to all
subsequent years. In the case of any other designated
beneficiary, life expectancies will be calculated using the
attained age of such beneficiary during the calendar year in
which distributions are required to begin, pursuant to this
Item 7, and payments for any subsequent calendar year will be
calculated based on

No. 2000ENIRAI-IM - 5 -

<PAGE>

such life expectancy reduced by one for each calendar year
which has elapsed since the calendar year in which life
expectancy was first calculated.

Distributions under this Item 7 are considered to have begun
if distributions are made because you have reached your
Required Beginning Date, or if prior to the Required Beginning
Date, distributions irrevocably commence to you over a period
permitted and in any annuity form acceptable under Section
1.401(a)(9)-1 of the Proposed Treasury Regulations or any
successor Regulation thereto.

8. REPORTS - NOTICES (SECTION 9.04):

We will send you a report as of the end of each calendar year showing
the status of the annuity and any other reports required by the Code or
Treasury Regulations.

9. ASSIGNMENTS (SECTION 9.05):

Your rights under this Certificate may not be assigned, pledged or
transferred except as permitted by law. You may not name a new Owner,
except as described in Item 4 or 6 of this Endorsement.

10. TERMINATION OF CERTIFICATE:

If an annuity under the Certificate fails to qualify as an annuity
under Section 408(b) of the Code, we will have the right to terminate
the Certificate. We may do so, upon receipt of notice of such fact,
before the Annuity Commencement Date. In that case, we will pay the
Annuity Account Value less a deduction for the part which applies to
any federal income tax payable by you which would not have been payable
with respect to an annuity which meets the terms of the Code. However,
we may also, at your request, transfer the Annuity Account Value to
another annuity certificate issued by an affiliate, subsidiary or us.

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

/s/Edward Miller /s/Pauline Sherman
- ---------------- ------------------
Edward Miller Pauline Sherman
Chairman and Chief Vice President, Secretary
Executive Officer and Associate General Counsel

No. 2000ENIRAI-IM - 6 -

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No.4 to the Registration
Statement No. 333-64751 on Form N-4 (the "Registration Statement") of (1) our
report dated February 1, 2000 relating to the financial statements of Separate
Account No. 45 of The Equitable Life Assurance Society of the United States for
the year ended December 31, 1999, and (2) our report dated February 1, 2000
relating to the consolidated financial statements of The Equitable Life
Assurance Society of the United States for the year ended December 31, 1999,
which reports appear in the Statement of Additional Information, and to the
incorporation by reference of our reports into the Prospectus which constitutes
part of this Registration Statement. We also consent to the references to us
under the headings "Custodian and Independent Accountants" in the Statement of
Additional Information and "About our independent accountants" in the
Prospectus.

/s/PricewaterhouseCoopers LLP
- -----------------------------
PricewaterhouseCoopers LLP
New York, New York
April 25, 2000

POWER OF ATTORNEY
-----------------

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or
Director of The Equitable Life Assurance Society of the United States (the
"Company"), a New York stock life insurance company, hereby constitutes and
appoints R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred Oliver,
Robin Wagner and each of them (with full power to each of them to act alone),
his or her true and lawful attorney-in-fact and agent, with full power of
substitution to each, for him or her and on his or her behalf and in his or her
name, place and stead, to execute and file any of the documents referred to
below relating to registrations under the Securities Act of 1933, the Securities
Exchange Act of 1934 and the Investment Company Act of 1940 with respect to any
insurance or annuity contracts or other agreements providing for allocation of
amounts to Separate Accounts of the Company, and related units or interests in
Separate Accounts: registration statements on any form or forms under the
Securities Act of 1933 and the Investment Company Act of 1940 and annual reports
on any form or forms under the Securities Exchange Act of 1934, and any and all
amendments and supplements thereto, with all exhibits and all instruments
necessary or appropriate in connection therewith, each of said attorneys-in-fact
and agents and his, her or their substitutes being empowered to act with or
without the others, and to have full power and authority to do or cause to be
done in the name and on behalf of the undersigned each and every act and thing
requisite and necessary or appropriate with respect thereto to be done in and
about the premises in order to effectuate the same, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Francoise Colloc'h
----------------------------------
Francoise Colloc'h

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Norman C. Francis
----------------------------------
Norman C. Francis

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Michael Hegarty
----------------------------------
Michael Hegarty

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Edward Miller
----------------------------------
Edward Miller

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Denis Duverne
----------------------------------
Denis Duverne

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Donald J. Greene
----------------------------------
Donald J. Greene

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ George T. Lowy
----------------------------------
George T. Lowy

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Peter J. Tobin
----------------------------------
Peter J. Tobin

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Joseph L. Dionne
----------------------------------
Joseph L. Dionne

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ John T. Hartley
----------------------------------
John T. Hartley

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ John H.F. Haskell, Jr.
----------------------------------
John H.F. Haskell, Jr.

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
5th day of April, 2000.

/s/ Dave H. Williams
----------------------------------
Dave H. Williams

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Mary B. (Nina) Henderson
----------------------------------
Mary B. (Nina) Henderson

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
4th day of April, 2000.

/s/ George J. Sella, Jr.
----------------------------------
George J. Sella, Jr.

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ W. Edwin Jarmain
----------------------------------
W. Edwin Jarmain

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
13th day of April, 2000.

/s/ Alvin H. Fenichel
----------------------------------
Alvin H. Fenichel

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
13th day of April, 2000.

/s/ Jean-Rene Fourtou
----------------------------------
Jean-Rene Fourtou

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Stanley B. Tulin
----------------------------------
Stanley B. Tulin

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
4th day of April, 2000.

/s/ Henri de Castries
----------------------------------
Henri de Castries

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
10th day of April, 2000.

/s/ Didier Pineau Valencienne
----------------------------------
Didier Pineau Valencienne

Rev. 2/2000
122055