Separate Account No. 70 of AXA Equitable Life Insurance Co, et al. – ‘N-4/A’ on 5/21/15

On:  Thursday, 5/21/15, at 11:40am ET   ·   Private-to-Public:  Document/Exhibit ¶  –  Release Delayed   ·   Accession #:  1193125-15-196392   ·   File #s:  811-22651, 333-202147

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Pre-Effective Amendment to Registration Statement for a Separate Account (Unit Investment Trust)   —   Form N-4
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Document/Exhibit                   Description                      Pages   Size 

 1: N-4/A       Pre-Effective Amendment No.1 to Form N-4             801±  3.76M 
 6: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML      8K 
 4: EX-99.10(A)  Consent of Pricewaterhousecoopers LLP              HTML      6K 
 5: EX-99.10(B)  Powers of Attorney                                 HTML    185K 
 2: EX-99.4(A)  Form of Data Pages-E Share                          HTML    108K 
 3: EX-99.9     Opinion and Consent of Counsel                      HTML     10K 

‘N-4/A’   —   Pre-Effective Amendment No.1 to Form N-4
Document Table of Contents

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                                                   REGISTRATION NO. 333-202147
                                                    REGISTRATION NO. 811-22651
================================================================================

SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  

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

FORM N-4  
REGISTRATION STATEMENT    
UNDER     
               THE SECURITIES ACT OF 1933                [X]
PRE-EFFECTIVE AMENDMENT NO. 1     
              POST-EFFECTIVE AMENDMENT NO.               [_]
AND/OR    
REGISTRATION STATEMENT    
UNDER     
           THE INVESTMENT COMPANY ACT OF 1940            [X]
                    AMENDMENT NO. 33                     [X]
(CHECK APPROPRIATE BOX OR BOXES)  

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

SEPARATE ACCOUNT NO. 70 
OF  
AXA EQUITABLE LIFE INSURANCE COMPANY  
(EXACT NAME OF REGISTRANT)  

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

AXA EQUITABLE LIFE INSURANCE COMPANY  
(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 

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

SHANE DALY  
VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL  
AXA EQUITABLE LIFE INSURANCE COMPANY  
1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104 
(NAME AND ADDRESS OF AGENT FOR SERVICE) 

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

PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:  

CHRISTOPHER E. PALMER, ESQ. 
GOODWIN PROCTER LLP 
901 NEW YORK AVENUE, N.W. 
WASHINGTON, D.C. 20001  

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

Approximate Date of Proposed Public Offering: As soon as practicable after the  
effective date of the Registration Statement.                                   

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

It is proposed that this filing will become effective (check appropriate box):  
[_]Immediately upon filing pursuant to paragraph (b) of Rule 485.       
[_]On (date) pursuant to paragraph (b) of Rule 485.                     
[_]60 days after filing pursuant to paragraph (a)(1) of Rule 485.       
[_]On (date) pursuant to paragraph (a)(1) of Rule 485.                  

If appropriate, check the following box:                                        
[_]This post-effective amendment designates a new effective date for    
previously filed post-effective amendment.                        

Title of Securities Being Registered:                                           

Units of interest in Separate Account under variable annuity contracts.   

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

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Retirement Cornerstone(R) Series 15.0                                           
Series E                                                                        

A combination variable and fixed deferred annuity contract                      

PROSPECTUS DATED MAY 26, 2015                                                   

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. THIS PROSPECTUS SUPERCEDES ALL PRIOR          
PROSPECTUSES AND SUPPLEMENTS. YOU SHOULD READ THE PROSPECTUSES FOR EACH TRUST,  
WHICH CONTAIN IMPORTANT INFORMATION ABOUT THE PORTFOLIOS.                       

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

WHAT IS THE RETIREMENT CORNERSTONE(R) SERIES 15.0?                              

The Retirement Cornerstone(R) Series 15.0 (the "Retirement Cornerstone (R)      
Series") are deferred annuity contracts issued by AXA EQUITABLE LIFE INSURANCE  
COMPANY. This Prospectus only describes one such series of the Retirement       
Cornerstone(R) Series 15.0, which is Retirement Cornerstone(R) Series E         
("Retirement Cornerstone(R) Series E" or "Series E"). The contract provides for 
the accumulation of retirement savings and for income. The contract offers      
income and death benefit protection as well. It also offers a number of payout  
options. You invest to accumulate value on a tax-deferred basis in one or more  
of our "investment options": (i) variable investment options, (ii) the          
guaranteed interest option, or (iii) the account for special dollar cost        
averaging ("Special DCA program").                                              

The Retirement Cornerstone(R) Series E contract is available only through an    
exchange program under which certain existing variable annuity contracts issued 
by AXA Equitable ("Prior Contracts") may be exchanged for this contract. Only   
full exchanges, rollovers or transfers from Prior Contracts are permitted as    
contributions. No other source of contributions are permitted. Partial          
exchanges, rollovers or transfers are not permitted as contributions. To see a  
summary comparison of some of the features of Prior Contracts and the           
Retirement Cornerstone(R) Series E contract, see Appendix X -- "Exchange        
program", later in this Prospectus. In order to purchase this contract you must 
elect one or more of the Guaranteed benefits described in this Prospectus. See  
"Retirement Cornerstone(R) Series E at a glance -- key features" later in this  
Prospectus and "How you can purchase and contribute to your contract" in        
"Contract features and benefits" for more information.                          

This Prospectus is a disclosure document and describes all of the contract's    
material features, benefits, rights and obligations, as well as other           
information. The description of the contract's material provisions in this      
Prospectus is current as of the date of this Prospectus. If certain material    
provisions under the contract are changed after the date of this Prospectus in  
accordance with the contract, those changes will be described in a supplement   
to this Prospectus. You should carefully read this Prospectus in conjunction    
with any applicable supplements.                                                

The contract may not currently be available in all states. In addition, certain 
features and benefits described in this Prospectus may vary in your state and   
may not be available at the time you purchase the contract. For a               
state-by-state description of all material variations of this contract, see     
Appendix V later in this Prospectus. All features and benefits may not be       
available in all contracts or from all selling broker-dealers. You may contact  
us to purchase any version of the contract if a version is not offered by the   
selling broker-dealer. We have the right to restrict availability of any        
optional feature or benefit. Not all optional features and benefits may be      
available in combination with other optional features and benefits. WE RESERVE  
THE RIGHT TO DISCONTINUE ACCEPTANCE OF ANY APPLICATION OR CONTRIBUTION FROM YOU 
AT ANY TIME, INCLUDING AFTER YOU PURCHASE THE CONTRACT. IF YOU HAVE ONE OR MORE 
GUARANTEED BENEFITS AND WE EXERCISE OUR RIGHT TO DISCONTINUE THE ACCEPTANCE OF, 
AND/OR PLACE ADDITIONAL LIMITATIONS ON, CONTRIBUTIONS TO THE CONTRACT AND/OR    
CONTRIBUTIONS AND/OR TRANSFERS INTO THE PROTECTED BENEFIT ACCOUNT VARIABLE      
INVESTMENT OPTIONS, YOU MAY NO LONGER BE ABLE TO FUND YOUR GUARANTEED           
BENEFIT(S). THIS MEANS THAT IF YOU HAVE NOT YET ALLOCATED AMOUNTS TO THE        
PROTECTED BENEFIT ACCOUNT VARIABLE INVESTMENT OPTIONS, YOU MAY NOT BE ABLE TO   
FUND YOUR GUARANTEED BENEFIT(S). THIS ALSO MEANS THAT IF YOU HAVE ALREADY       
FUNDED YOUR GUARANTEED BENEFITS BY ALLOCATING AMOUNTS TO THE PROTECTED BENEFIT  
ACCOUNT VARIABLE INVESTMENT OPTIONS, YOU MAY NO LONGER BE ABLE TO INCREASE YOUR 
PROTECTED BENEFIT ACCOUNT VALUE AND THE BENEFIT BASES ASSOCIATED WITH YOUR      
GUARANTEED BENEFITS THROUGH CONTRIBUTIONS AND TRANSFERS.                        

In order to fund certain benefits, you must select specified investment         
options. The specified investment options are made available under a portion of 
the contract that we refer to as the Protected Benefit account. Only amounts    
you allocate to the Protected Benefit account variable investment options and   
amounts in the Special DCA program designated for future transfers to the       
Protected Benefit account variable investment options will fund your Guaranteed 
benefits. See "What are your investment options under the contract?" and        
"Allocating your contributions" in "Contract features and benefits" later in    
this Prospectus for more information on applicable allocation requirements.     

If you have the Guaranteed minimum income benefit (''GMIB"), you are required   
to participate in the asset transfer program (''ATP''). The ATP helps us manage 
our financial exposure in providing the guaranteed benefits, by using           
predetermined mathematical formulas to move account value between the AXA Ultra 
Conservative Strategy investment option and the other Protected Benefit account 
variable investment options. For more information, see ''Asset transfer program 
(''ATP'')'' in ''Contract features and benefits'' later in this Prospectus.     

TYPES OF CONTRACTS.  We offer the contracts for use as:                         
..   A nonqualified annuity ("NQ") for after-tax contributions only.            
..   An individual retirement annuity ("IRA"), either traditional IRA or Roth   
IRA.                                                                    
..   An annuity that is an investment vehicle for a qualified plan ("QP")       
(whether defined contribution or defined benefit; transfer contributions
only).                                                                  

The optional Guaranteed benefits under the contract include: (i) the Guaranteed 
minimum income benefit ("GMIB"), (ii) the Return of Principal death benefit;    
(iii) the Highest Anniversary Value death benefit; (iv) the RMD Wealth Guard    
death benefit; and (v) the "Greater of" death benefit (collectively, the        
"Guaranteed benefits").                                                         

The registration statement relating to this offering has been filed with the    
Securities and Exchange Commission ("SEC"). The statement of additional         
information ("SAI") dated May 26, 2015, is part of the registration statement.  
The SAI is available free of charge. You may request one by writing to our      
processing office at P.O. Box 1547, Secaucus, NJ 07096-1547 or calling          
1-800-789-7771. The SAI is incorporated by this reference into this Prospectus. 
This Prospectus and the SAI can also be obtained from the SEC's website at      
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.

                                                            (RC 15.0 Series E)

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Our variable investment options are subaccounts offered through Separate        
Account No. 70. Each variable investment option, in turn, invests in a          
corresponding securities portfolio ("Portfolio") of one of the trusts (the      
"Trusts"). Below is a complete list of the variable investment options:         

VARIABLE INVESTMENT OPTIONS                                                     

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

AXA PREMIER VIP TRUST                                                         
.. AXA Moderate Allocation                                                      
.. Charter/SM/ Alternative 100 Moderate                                         
.. Charter/SM/ International Moderate                                           
.. Charter/SM/ Moderate                                                         
.. Charter/SM/ Moderate Growth                                                  
.. Charter/SM/ Real Assets                                                      
.. Charter/SM/ Small Cap Value                                                  

EQ ADVISORS TRUST                                                             
.. All Asset Aggressive - Alt 25                                                
.. All Asset Growth - Alt 20                                                    
.. All Asset Moderate Growth - Alt 15                                           
.. AXA Aggressive Strategy/(1)/                                                 
.. AXA Balanced Strategy/(1)/                                                   
.. AXA Conservative Growth Strategy/(1)/                                        
.. AXA Conservative Strategy/(1)/                                               
.. AXA Growth Strategy/(1)/                                                     
.. AXA Moderate Growth Strategy/(1)/                                            
.. AXA Ultra Conservative Strategy/(2)/                                         
.. AXA International Core Managed Volatility                                    
.. AXA Large Cap Value Managed Volatility                                       
.. AXA Mid Cap Value Managed Volatility                                         
.. AXA Natural Resources                                                        
.. AXA/AB Dynamic Growth/(1)/                                                   
.. AXA/AB Dynamic Moderate Growth/(1)/                                          
.. AXA/AB Small Cap Growth                                                      
.. AXA/DoubleLine Opportunistic Core Plus Bond                                  
.. AXA/Goldman Sachs Strategic Allocation/(1)/                                  
.. AXA/Invesco Strategic Allocation/(1)/                                        
.. AXA/Loomis Sayles Growth                                                     
.. EQ/BlackRock Basic Value Equity                                              
.. EQ/Boston Advisors Equity Income                                             
.. EQ/Common Stock Index                                                        
.. EQ/Core Bond Index                                                           
.. EQ/Emerging Markets Equity PLUS                                              
.. EQ/Equity 500 Index                                                          
.. EQ/GAMCO Mergers and Acquisitions                                            
.. EQ/GAMCO Small Company Value                                                 
.. EQ/High Yield Bond                                                           
.. EQ/Intermediate Government Bond                                              
.. EQ/International Equity Index                                                
.. EQ/Invesco Comstock                                                          
.. EQ/Large Cap Growth Index                                                    
.. EQ/Large Cap Value Index                                                     
.. EQ/MFS International Growth                                                  
.. EQ/Mid Cap Index                                                             
.. EQ/Money Market                                                              
.. EQ/Morgan Stanley Mid Cap Growth                                             
.. EQ/Oppenheimer Global                                                        
.. EQ/PIMCO Global Real Return                                                  
.. EQ/PIMCO Ultra Short Bond                                                    
.. EQ/Real Estate PLUS                                                          
.. EQ/Small Company Index                                                       
.. EQ/T. Rowe Price Growth Stock                                                
.. Multimanager Aggressive Equity                                               
.. Multimanager Mid Cap Growth                                                  
.. Multimanager Mid Cap Value                                                   
.. Multimanager Technology                                                      

AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) -- SERIES II  
.. Invesco V.I. Diversified                                                     
Dividend                                                                    
.. Invesco V.I. Equity and Income Fund                                          
.. Invesco V.I. Global Real Estate                                              
.. Invesco V.I. High Yield                                                      
.. Invesco V.I. International Growth                                            
.. Invesco V.I. Mid Cap Core Equity                                             
.. Invesco V.I. Small Cap Equity                                                

ALLIANCEBERNSTEIN VARIABLE PRODUCT SERIES FUND, INC. -- CLASS B               
.. AB VPS International Growth                                                  

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. -- CLASS II                        
.. American Century VP Mid Cap Value                                            

AMERICAN FUNDS INSURANCE SERIES(R)                                            
.. American Funds Insurance Series(R) Bond Fund/SM/                             
.. American Funds Insurance Series(R) Global Small Capitalization Fund/SM/      
.. American Funds Insurance Series(R) New World Fund(R)                         

BLACKROCK VARIABLE SERIES FUNDS, INC. -- CLASS III                            
.. BlackRock Global Allocation V.I. Fund                                        
.. BlackRock Large Cap Growth V.I. Fund                                         

EATON VANCE VARIABLE TRUST                                                    
.. Eaton Vance VT Floating-Rate Income                                          

FIDELITY(R) VARIABLE INSURANCE PRODUCTS FUND -- SERVICE CLASS 2               
.. Fidelity(R) VIP Contrafund(R)                                                
.. Fidelity(R) VIP Mid Cap                                                      
.. Fidelity(R) VIP Strategic Income                                             

FIRST TRUST VARIABLE INSURANCE TRUST                                          
.. First Trust/Dow Jones Dividend & Income Allocation                           
.. First Trust Multi Income Allocation                                          

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST -- CLASS 2               
.. Franklin Founding Funds Allocation VIP                                       
.. Franklin Income VIP                                                          
.. Franklin Rising Dividends VIP                                                
.. Franklin Strategic Income VIP                                                
.. Templeton Developing Markets VIP                                             
.. Templeton Global Bond VIP                                                    

GOLDMAN SACHS VARIABLE INSURANCE TRUST -- SERVICE SHARES                      
.. Goldman Sachs VIT Mid Cap Value                                              

HARTFORD HLS FUNDS -- CLASS IC SHARES                                         
.. Hartford Capital Appreciation HLS                                            
.. Hartford Growth Opportunities HLS                                            

IVY FUNDS VARIABLE INSURANCE PORTFOLIOS                                       
.. Ivy Funds VIP Asset Strategy                                                 
.. Ivy Funds VIP Dividend Opportunities                                         
.. Ivy Funds VIP Energy                                                         
.. Ivy Funds VIP Global Natural Resources                                       
.. Ivy Funds VIP High Income                                                    
.. Ivy Funds VIP Mid Cap Growth                                                 
.. Ivy Funds VIP Science and Technology                                         
.. Ivy Funds VIP Small Cap Growth                                               

LAZARD RETIREMENT SERIES, INC. -- SERVICE SHARES                              
.. Lazard Retirement Emerging Markets Equity                                    

LEGG MASON -- SHARE CLASS II                                                  
.. ClearBridge Variable Aggressive Growth                                       
.. ClearBridge Variable Appreciation                                            
.. ClearBridge Variable Dividend Strategy                                       
.. ClearBridge Variable Mid Cap Core                                            
.. Legg Mason BW Absolute Return Opportunities VIT                              
.. QS Legg Mason Dynamic Multi-Strategy VIT                                     

VARIABLE INVESTMENT OPTIONS                                                     

LORD ABBETT SERIES FUND, INC. -- CLASS VC                                     
.. Lord Abbett Bond Debenture                                                   

MFS(R) VARIABLE INSURANCE TRUSTS -- SERVICE CLASS                             
.. MFS(R) International Value                                                   
.. MFS(R) Investors Trust Series                                                
.. MFS(R) Massachusetts Investors Growth Stock                                  
.. MFS(R) Utilities Series                                                      

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST -- S CLASS SHARES                  
.. Neuberger Berman Absolute Return Multi-Manager                               
.. Neuberger Berman International Equity                                        

NORTHERN LIGHTS VARIABLE TRUST                                                
.. 7Twelve/TM/ Balanced Portfolio                                               

PIMCO VARIABLE INSURANCE TRUST -- ADVISOR CLASS                               
.. PIMCO CommodityRealReturn(R) Strategy                                        
.. PIMCO Real Return                                                            
.. PIMCO Total Return                                                           

PROFUNDS VP                                                                   
.. ProFund VP Biotechnology                                                     

PUTNAM VARIABLE TRUST                                                         
.. Putnam VT Diversified Income                                                 

T. ROWE PRICE EQUITY SERIES, INC.                                             
.. T.Rowe Price Health Sciences Portfolio II                                    

VAN ECK VIP TRUST -- S CLASS                                                  
.. Van Eck VIP Global Hard Assets                                               

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

(1)This variable investment option is also available as a Protected Benefit     
  account variable investment option should you decide to fund your Guaranteed
  benefits. For more information, please see "What are your investment options
under the contract?" under "Contract features and benefits" later in this 
Prospectus.                                                               
(2)The AXA Ultra Conservative Strategy investment option is part of the asset   
  transfer program. You may not directly allocate a contribution to or request
a transfer of account value into this investment option.                  

Your investment results in a variable investment option will depend on the      
investment performance of the related Portfolio. At any time, we have the right 
to limit or terminate your contributions, allocations and transfers to any of   
the variable investment options. IF YOU HAVE ONE OR MORE GUARANTEED BENEFITS    
AND WE EXERCISE OUR RIGHT TO DISCONTINUE THE ACCEPTANCE OF, AND/OR PLACE        
ADDITIONAL LIMITATIONS ON, CONTRIBUTIONS TO THE CONTRACT AND/OR CONTRIBUTIONS   
AND/OR TRANSFERS INTO THE PROTECTED BENEFIT ACCOUNT VARIABLE INVESTMENT         
OPTIONS, YOU MAY NO LONGER BE ABLE TO FUND YOUR GUARANTEED BENEFIT(S). THIS     
MEANS THAT IF YOU HAVE NOT YET ALLOCATED AMOUNTS TO THE PROTECTED BENEFIT       
ACCOUNT VARIABLE INVESTMENT OPTIONS, YOU MAY NOT BE ABLE TO FUND YOUR           
GUARANTEED BENEFIT(S). THIS ALSO MEANS THAT IF YOU HAVE ALREADY FUNDED YOUR     
GUARANTEED BENEFITS BY ALLOCATING AMOUNTS TO THE PROTECTED BENEFIT ACCOUNT      
VARIABLE INVESTMENT OPTIONS, YOU MAY NO LONGER BE ABLE TO INCREASE YOUR         
PROTECTED BENEFIT ACCOUNT VALUE AND THE BENEFIT BASES ASSOCIATED WITH YOUR      
GUARANTEED BENEFITS THROUGH CONTRIBUTIONS AND TRANSFERS. Also, we limit the     
number of variable investment options that you may select.                      

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Contents of this Prospectus                                                     

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Definitions of key terms                            5 
Who is AXA Equitable?                               8 
How to reach us                                     9 
Retirement Cornerstone(R) Series E at a glance --     
 key features                                     11

------------------------------------------------------
FEE TABLE                                          17 
------------------------------------------------------

Examples                                           19 
Condensed financial information                    20 

------------------------------------------------------
1. CONTRACT FEATURES AND BENEFITS                  21 
------------------------------------------------------
How you can purchase and contribute to your           
 contract                                         21
Owner and annuitant requirements                   22 
How you can make your contributions                22 
What are your investment options under the            
 contract?                                        22
Portfolios of the Trusts                           25 
Allocating your contributions                      36 
Dollar cost averaging                              37 
Annuity purchase factors                           39 
Guaranteed minimum income benefit                  40 
Death benefit                                      50 
Guaranteed minimum death benefits                  50 
How withdrawals affect your Guaranteed benefits    57 
Dropping or changing your Guaranteed benefits      58 
Guaranteed benefit offers                          58 
Your right to cancel within a certain number of       
 days                                             58

------------------------------------------------------
2. DETERMINING YOUR CONTRACT'S VALUE               60 
------------------------------------------------------
Your account value and cash value                  60 
Your contract's value in the variable investment      
 options                                          60
Your contract's value in the guaranteed interest      
 option                                           60
Your contract's value in the account for special      
 dollar cost averaging                            60
Effect of your account values falling to zero      60 

-------------                                                                   
"We," "our," and "us" refer to AXA Equitable.                                   
When we address the reader of this Prospectus with words such as "you" and      
"your," we mean the person who has the right or responsibility that the         
Prospectus is discussing at that point. This is usually the contract owner.     

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

3   

CONTENTS OF THIS PROSPECTUS 

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3. TRANSFERRING YOUR MONEY AMONG INVESTMENT           
 OPTIONS                                          62
------------------------------------------------------
Transferring your account value                    62 
Disruptive transfer activity                       63 
Rebalancing among your Investment account             
variable investment options and guaranteed        
 interest option                                  64
Systematic transfer program                        64 

------------------------------------------------------
4. ACCESSING YOUR MONEY                            67 
------------------------------------------------------
Withdrawing your account value                     67 
How withdrawals are taken from your Total account     
 value                                            71
Withdrawals treated as surrenders                  72 
Surrendering your contract to receive its cash        
 value                                            72
When to expect payments                            72 
Your annuity payout options                        72 

------------------------------------------------------
5. CHARGES AND EXPENSES                            75 
------------------------------------------------------
Charges that AXA Equitable deducts                 75 
Charges that the Trusts deduct                     77 
Group or sponsored arrangements                    78 
Other distribution arrangements                    78 

------------------------------------------------------
6. PAYMENT OF DEATH BENEFIT                        79 
------------------------------------------------------
Your beneficiary and payment of benefit            79 
Non-spousal joint owner contract continuation      80 
Spousal continuation                               80 
Beneficiary continuation option                    81 

------------------------------------------------------
7. TAX INFORMATION                                 83 
------------------------------------------------------
Overview                                           83 
Contracts that fund a retirement arrangement       83 
Transfers among investment options                 83 
Taxation of nonqualified annuities                 83 
Individual retirement arrangements (IRAs)          86 
Traditional individual retirement annuities           
 (traditional IRAs)                               86
Roth individual retirement annuities (Roth IRAs)   90 
Federal and state income tax withholding and          
 information reporting                            93
Special rules for contracts funding qualified         
 plans                                            93
Impact of taxes to AXA Equitable                   93 

------------------------------------------------------
8. MORE INFORMATION                                94 
------------------------------------------------------
About Separate Account No. 70                      94 
About the Trusts                                   94 
About the general account                          94 
Dates and prices at which contract events occur    95 
About your voting rights                           95 
Cybersecurity                                      96 
Misstatement of age                                96 
Statutory compliance                               96 
About legal proceedings                            96 

Financial statements                               96 
Transfers of ownership, collateral assignments,       
 loans and borrowing                              96
About Custodial IRAs                               97 
How divorce may affect your Guaranteed benefits    97 
Distribution of the contracts                      97 

------------------------------------------------------
APPENDICES                                            
------------------------------------------------------

                                                                [Download Table]
                                                                   
   I  --  Dropping or changing your Guaranteed benefits        I-1 
  II  --  Purchase considerations for QP contracts            II-1 
 III  --  Guaranteed benefit base examples                   III-1 
  IV  --  Hypothetical illustrations                          IV-1 
   V  --  State contract availability and/or variations of         
            certain features and benefits                      V-1 
  VI  --  Examples of Automatic payment plans                 VI-1 
 VII  --  Examples of how withdrawals affect your                  
            Guaranteed benefit bases                         VII-1 
VIII  --  Formula for asset transfer program for                   
            Guaranteed minimum income benefit               VIII-1 
  IX  --  Rules regarding contributions to your                    
            contract                                          IX-1 
   X  --  Exchange program                                     X-1 
  XI  --  Condensed financial information                     XI-1 

-------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION                                
  Table of contents                                                
-------------------------------------------------------------------

4   

CONTENTS OF THIS PROSPECTUS 

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Definitions of key terms                                                        

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ANNUAL ROLL-UP AMOUNT -- The "Annual Roll-up amount" is the amount credited to  
your GMIB benefit base and Roll-up to age 85 benefit base (for contracts with   
the "Greater of" Guaranteed minimum death benefit) if you have ever taken a     
withdrawal from your Protected Benefit account.                                 

ANNUAL ROLL-UP RATE -- The "Annual Roll-up rate" is the rate used to calculate  
the Annual withdrawal amount and the Annual Roll-up amount.                     

ANNUAL WITHDRAWAL AMOUNT -- The "Annual withdrawal amount" is the amount that   
can be withdrawn from your Protected Benefit account value without reducing     
your GMIB benefit base. Also, withdrawals up to your Annual withdrawal amount   
will not reduce your Roll-up to age 85 benefit base (used in the calculation of 
the "Greater of" death benefit) up to age 85. It is equal to the Annual Roll-up 
rate in effect on the first day of the contract year, multiplied by the GMIB    
benefit base as of the most recent contract date anniversary.                   

ANNUITANT -- The "annuitant" is the person who is the measuring life for        
determining the contract's maturity date. The annuitant is not necessarily the  
contract's owner. Where the owner of the contract is non-natural, the annuitant 
is the measuring life for determining benefits under the contract.              

ASSET TRANSFER PROGRAM -- The asset transfer program (''ATP'') is a feature of  
the GMIB. The ATP uses predetermined mathematical formulas to move account      
value between the AXA Ultra Conservative Strategy investment option and the     
other Protected Benefit account variable investment options.                    

ATP EXIT OPTION -- Beginning with the contract year that follows the contract   
year in which you first fund your Protected Benefit account, if you have the    
GMIB, the ''ATP exit option'' allows you to transfer 100% of your Protected     
Benefit account value from the AXA Ultra Conservative Strategy investment       
option to your other Protected Benefit account variable investment options      
without forfeiting the GMIB.                                                    

ATP TRANSFER -- A transfer between the AXA Ultra Conservative Strategy          
investment option and the other Protected Benefit account variable investment   
options.                                                                        

ATP YEAR -- The contract year in which the Protected Benefit account is first   
funded is the first ATP year. The ATP year increases by 1 each subsequent       
contract year and may be set back if you make a subsequent contribution or      
transfer to the Protected Benefit account.                                      

BUSINESS DAY -- Our "business day" is generally any day the New York Stock      
Exchange ("NYSE") is open for regular trading and generally ends at 4:00 p.m.   
Eastern Time (or as of an earlier close of regular trading). If the Securities  
and Exchange Commission determines the existence of emergency conditions on any 
day, and consequently, the NYSE does not open, then that day is not a business  
day.                                                                            

CASH VALUE -- At any time before annuity payments begin, your contract's "cash  
value" is equal to the Total account value, less the total amount or a pro rata 
portion of the annual administrative charge and any Guaranteed benefit charges. 

CONTRACT DATE -- The "contract date" is the effective date of the contract.     
This usually is the business day we receive the properly completed and signed   
application, along with any other required documents, and your initial          
contribution. Your contract date will be shown in your contract.                

CONTRACT DATE ANNIVERSARY -- The end of each 12-month period is your "contract  
date anniversary." For example, if your contract date is May 1st, your contract 
date anniversary is April 30th.                                                 

CONTRACT YEAR -- The "contract year" is the 12-month period beginning on your   
contract date and each 12-month period after that date.                         

CUSTOMIZED PAYMENT PLAN -- For contracts with GMIB, our "Customized payment     
plan" allows you to request amounts up to your Annual withdrawal amount as      
scheduled payments to you through one of five customized options.               

DEFERRAL ROLL-UP RATE -- The "Deferral Roll-up rate" is used to calculate       
amounts credited to your GMIB benefit base and the Roll-up to age 85 benefit    
base (used in the calculation of the "Greater of" death benefit) if you have    
never taken a withdrawal from your Protected Benefit account.                   

EXCESS WITHDRAWAL -- For contracts with the GMIB, an "Excess withdrawal" is the 
portion of a withdrawal from your Protected Benefit account in excess of your   
Annual withdrawal amount and all subsequent withdrawals from your Protected     
Benefit account in that same contract year. An Excess withdrawal will always    
reduce your benefit bases on a pro rata basis. In the contract year in which    
you first fund your Protected Benefit account all withdrawals (except for RMD   
payments through our Automatic RMD service) will reduce your benefit bases on a 
pro rata basis, because you do not have an Annual withdrawal amount in that     
year.                                                                           

EXCESS RMD WITHDRAWAL -- For contracts with the RMD Wealth Guard death benefit  
an "Excess RMD withdrawal" is the portion of a withdrawal from your Protected   
Benefit account in excess of your RMD Wealth Guard withdrawal amount for the    
calendar year. Any withdrawals taken before the year in which you turn age      
70 1/2 are treated as Excess RMD withdrawals. Excess RMD withdrawals will       
reduce your RMD Wealth Guard death benefit base on pro rata basis.              

FREE LOOK -- If for any reason you are not satisfied with your contract, you    
may exercise your cancellation right under the contract to receive a refund,    
but only if you return your contract within the prescribed period. This is your 
"Free look" right under the contract.                                           

GMIB BENEFIT BASE -- The GMIB benefit base is an amount used to determine your  
Annual withdrawal amount and your Lifetime GMIB payments. Your GMIB benefit     
base is created and increased by allocations and transfers to your Protected    
Benefit account. The GMIB benefit base is not an account value or cash value.   
The GMIB benefit base is also used to calculate the charge for the GMIB.        

GENERAL DOLLAR COST AVERAGING -- Our "General dollar cost averaging program" is 
a program that allows for the systematic                                        

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DEFINITIONS OF KEY TERMS  

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transfers of amounts in the EQ/Money Market variable investment option to the   
Investment account variable investment options.                                 

"GREATER OF" DEATH BENEFIT -- The "Greater of" death benefit is an optional     
Guaranteed minimum death benefit in connection with your Protected Benefit      
account value only. The death benefit is calculated using the greater of two    
benefit bases -- the greater of the Roll-up to age 85 benefit base and the      
Highest Anniversary Value benefit base. There is an additional charge for the   
"Greater of" death benefit under the contract.                                  

GUARANTEED MINIMUM INCOME BENEFIT ("GMIB") -- The GMIB is a benefit that        
guarantees, subject to certain restrictions, annual lifetime payments or        
"Lifetime GMIB payments". The GMIB also allows you to take certain withdrawals  
prior to the beginning of your Lifetime GMIB payments that do not reduce your   
GMIB benefit base (your "Annual withdrawal amount"). There is an additional     
charge for the GMIB under the contract.                                         

GUARANTEED BENEFITS -- You must elect one or more Guaranteed benefits described 
in this Prospectus, which are funded through investments in the Protected       
Benefit account. The Guaranteed benefits include the Guaranteed minimum income  
benefit, Return of Principal death benefit, Highest Anniversary Value death     
benefit, RMD Wealth Guard death benefit, and "Greater of" death benefit. There  
is an additional charge for the Guaranteed minimum income benefit, Highest      
Anniversary Value death benefit, RMD Wealth Guard death benefit, and "Greater   
of" death benefit. There is no additional charge for the Return of Principal    
death benefit, but it must be elected with the Guaranteed minimum income        
benefit, which has an additional charge.                                        

HIGHEST ANNIVERSARY VALUE DEATH BENEFIT -- The "Highest Anniversary Value death 
benefit" is an optional Guaranteed minimum death benefit in connection with     
your Protected Benefit account value only. The death benefit is calculated      
using the highest value of your Protected Benefit account on your contract date 
anniversary. There is an additional charge for the Highest Anniversary Value    
death benefit under the contract.                                               

INVESTMENT ACCOUNT VALUE -- The "Investment account value" is the total value   
in: (i) the Investment account variable investment options, (ii) the Guaranteed 
interest option, and (iii) amounts in the Special DCA program that are          
designated for future transfers to the Investment account variable investment   
options.                                                                        

INVESTMENT SIMPLIFIER -- Our "Investment simplifier" allows for systematic      
transfers of amounts in the Guaranteed interest option to the Investment        
account variable investment options. There are two options under the program -- 
the Fixed dollar option and the Interest sweep option.                          

IRA -- An individual retirement arrangement, including both an individual       
retirement account and an individual retirement annuity contract, whether       
traditional IRA or Roth IRA.                                                    

IRS -- Internal Revenue Service                                                 

LIFETIME GMIB PAYMENTS -- For contracts with the GMIB, "Lifetime GMIB payments" 
are generally annual lifetime payments which are calculated by applying your    
GMIB benefit base to guaranteed annuity purchase factors. Lifetime GMIB         
payments will begin at the earliest of: (i) the next contract year following    
the date your Protected Benefit account value falls to zero (provided the no    
lapse guarantee is in effect); (ii) the contract date anniversary following     
your 95th birthday; or (iii) your election to exercise the GMIB.                

MATURITY DATE -- The contract's "maturity date" is generally the contract date  
anniversary that follows the annuitant's 95th birthday.                         

MAXIMUM PAYMENT PLAN -- For contracts with GMIB, our "Maximum payment plan"     
allows you to request your Annual withdrawal amount as scheduled payments.      

NQ CONTRACT -- Nonqualified annuity contract.                                   

OWNER -- The "owner" is the person who is the named owner in the contract and,  
if an individual, is the measuring life for determining contract benefits.      

PRIOR CONTRACT -- Certain EQUI-VEST(R) and Accumulator contracts previously     
issued by AXA Equitable, which may be eligible to exchange, rollover or         
transfer to a Retirement Cornerstone(R) Series E contract.                      

PROTECTED BENEFIT ACCOUNT VALUE -- The "Protected Benefit account value" is the 
total value in: (i) the Protected Benefit account variable investment options,  
and (ii) amounts in the Special DCA program that are designated for future      
transfers to the Protected Benefit account variable investment options.         

QP CONTRACT -- An annuity contract that is an investment vehicle for a          
qualified plan.                                                                 

QPDB CONTRACT -- An annuity contract that is an investment vehicle for a        
qualified defined benefit plan.                                                 

QPDC CONTRACT -- An annuity contract that is an investment vehicle for a        
qualified defined contribution plan.                                            

RMD WEALTH GUARD DEATH BENEFIT -- The RMD Wealth Guard death benefit is an      
optional Guaranteed minimum death benefit in connection with the Protected      
Benefit account value only. The RMD Wealth Guard death benefit base is created  
and increased by allocations and any transfers to the Protected Benefit         
account. The RMD Wealth Guard death benefit also allows you to take certain     
withdrawals beginning from the calendar year in which you turn age 70 1/2 that  
do not reduce your RMD Wealth Guard death benefit base. The RMD Wealth Guard    
death benefit base is not an account value or cash value. There is an           
additional charge for the RMD Wealth Guard death benefit under the contract.    

RETURN OF PRINCIPAL DEATH BENEFIT -- The "Return of Principal" death benefit is 
a death benefit in connection with your Protected Benefit account value only.   
The death benefit is calculated using the amounts of contributions and          
transfers invested in your Protected Benefit account, adjusted for withdrawals. 
There is no additional charge for this death benefit.                           

ROLL-UP TO AGE 85 BENEFIT BASE -- The "Roll-up to age 85 benefit base" is used  
only in connection with the "Greater of" death benefit. It is equal to your     
initial contribution and any subsequent contributions to the Protected Benefit  
account variable investment options, either directly or through the Special DCA 
program; plus any amounts contributed to the Special DCA program that are       
designated for future transfers to the Protected Benefit account variable       
investment options; plus any amounts transferred to the Protected Benefit       
account variable investment options; less a deduction that reflects any "Excess 
withdrawal" amounts; plus any "Deferral Roll-up amount" or "Annual Roll-up      
amount" minus a deduction that reflects any withdrawals up to the Annual        
withdrawal amount.                                                              

SAI -- Statement of Additional Information                                      

SEC -- Securities and Exchange Commission                                       

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DEFINITIONS OF KEY TERMS  

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SEP IRA -- A traditional IRA used as a funding vehicle for a simplified         
employee pension plan established by the IRA owner's employer.                  

SPECIAL DCA PROGRAM -- We use the term "Special DCA Program" to refer to our    
special dollar cost averaging program.                                          

..   SPECIAL DOLLAR COST AVERAGING -- Our "Special dollar cost averaging        
program" allows for systematic transfers of amounts in the account for  
 special dollar cost averaging into the Protected Benefit account variable
  investment options, the Investment account variable investment options and
the Guaranteed interest option. The account for special dollar cost     
averaging is part of our general account.                               

SYSTEMATIC TRANSFER PROGRAM -- Our "Systematic transfer program" is a program   
that allows you to have amounts in the Investment account variable investment   
options and the Guaranteed interest option automatically transferred to your    
Protected Benefit account variable investment options.                          

TOTAL ACCOUNT VALUE -- Your "Total account value" is the total of (i) your      
Protected Benefit account value and (ii) your Investment account value.         
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.                                        

-----------------------------------------------------------------------------   
PROSPECTUS                            CONTRACT OR SUPPLEMENTAL MATERIALS      
-----------------------------------------------------------------------------   
Total account value                    Annuity Account Value                    

Unit                                   Accumulation Unit                        

Guaranteed minimum death benefit       Guaranteed death benefit                 

Protected Benefit account variable     Protected Benefit account                
investment options and contributions                                            
to the Special DCA program designated                                           
for future transfers to the Protected                                           
Benefit account variable investment                                             
options                                                                         

Investment account variable            Investment account                       
investment options, the guaranteed                                              
interest option and contributions to                                            
the Special DCA program designated                                              
for future transfers to the                                                     
Investment account variable                                                     
investment options                                                              
-----------------------------------------------------------------------------   

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DEFINITIONS OF KEY TERMS  

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Who is AXA Equitable?                                                           

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

We are AXA Equitable Life Insurance Company ("AXA Equitable") a New York stock  
life insurance corporation. We have been doing business since 1859. AXA         
Equitable Life Insurance Company is an indirect wholly owned subsidiary of AXA  
Financial, Inc., which is an indirect wholly owned subsidiary of AXA S.A.       
("AXA"), a French holding company for an international group of insurance and   
related financial services companies. As the ultimate sole shareholder of AXA   
Equitable, AXA exercises significant influence over the operations and capital  
structure of AXA Equitable. No company other than AXA Equitable, however, has   
any legal responsibility to pay amounts that AXA Equitable owes under the       
contracts. AXA Equitable is solely responsible for paying all amounts owed to   
you under your contract.                                                        

AXA Financial, Inc. and its consolidated subsidiaries managed approximately     
$577.7 billion in assets as of December 31, 2014. For more than 150 years AXA   
Equitable 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, NY 10104.                  

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HOW TO REACH US                                                                 

Please communicate with us at the mailing addresses listed below for the        
purposes described. Certain methods of contacting us, such as by telephone or   
electronically, may be unavailable, delayed or discontinued. For example, our   
facsimile service may not be available at all times and/or we may be            
unavailable due to emergency closing. In addition, the level and type of        
service available may be restricted based on criteria established by us. In     
order to avoid delays in processing, please send your correspondence as follows:

--------------------------------------------------------------------------------
FOR COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED    
NOTICES) SENT BY REGULAR MAIL:                                                

Retirement Service Solutions                                                
P.O. Box 1547                                                               
Secaucus, NJ 07096-1547                                                     
--------------------------------------------------------------------------------

FOR COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR REQUIRED    
NOTICES) SENT BY EXPRESS DELIVERY:                                            

Retirement Service Solutions                                                
500 Plaza Drive, 6th Floor                                                  
Secaucus, NJ 07094                                                          

Your correspondence will be picked up at the mailing address noted above and    
delivered to our processing office. Your correspondence, however, is not        
considered received by us until it is received at our processing office. Where  
this Prospectus refers to the day when we receive a contribution, request,      
election, notice, transfer or any other transaction request from you, we mean   
the day on which that item (or the last thing necessary for us to process that  
item) arrives in complete and proper form at our processing office or via the   
appropriate telephone or fax number if the item is a type we accept by those    
means. There are two main exceptions: if the item arrives (1) on a day that is  
not a business day, or (2) after the close of a business day, then, in each     
case, we are deemed to have received that item on the next business day. Our    
processing office is: 500 Plaza Drive, 6th Floor, Secaucus, New Jersey 07094.   
--------------------------------------------------------------------------------
REPORTS WE PROVIDE:                                                           

..   written confirmation of financial transactions and certain non-financial   
transactions;                                                           

..   statement of your contract values at the close of each calendar year, and  
any calendar quarter in which there was a financial transaction; and    

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

ONLINE ACCOUNT ACCESS SYSTEMS:                                                

Online Account Access is designed to provide this information through the       
Internet. You can obtain information on:                                        

..   your current Total account value, Protected Benefit account value, and     
Investment account value;                                               

..   your current allocation percentages;                                       

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

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

..   performance information regarding the variable investment options.         

You can also:                                                                   

..   change your allocation percentages and/or transfer among the investment    
options subject to certain restrictions;                                

..   elect to receive certain contract statements electronically;               

..   enroll in, modify or cancel a rebalancing program of your Investment       
account value;                                                          

..   request a quote of your Annual withdrawal amount;                          

..   change your address;                                                       

..   change your Online Account Access password; and                            

..   access Frequently Asked Questions and Service Forms.                       

Online Account Access is normally available seven days a week, 24 hours a day.  
You may access Online Account Access by visiting our website at www.axa.com. Of 
course, for reasons beyond our control, these services may sometimes be         
unavailable.                                                                    

We have established procedures to reasonably confirm that the instructions      
communicated by the Internet are genuine. For example, we will require certain  
Internet instructions and we will provide written confirmation of your          
transfers. If we do not employ reasonable procedures to confirm the genuineness 
of 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     
Internet instructions we reasonably believe to be genuine.                      

We reserve the right to limit access to these services if we determine that you 
engaged in a disruptive transfer activity, such as "market timing." See         
"Disruptive transfer activity" in "Transferring your money among investment     
options" later in this Prospectus for more information.                         
--------------------------------------------------------------------------------
CUSTOMER SERVICE REPRESENTATIVE:                                              

You may also use our toll-free number (1-800-789-7771) to speak with one of our 
customer service representatives. Our customer service representatives are      
available on the following business days:                                       

..   Monday through Thursday from 8:30 a.m. until 7:00 p.m., Eastern time.      

..   Friday from 8:30 a.m. until 5:30 p.m., Eastern time.                       

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

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

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

(3)tax withholding elections (see withdrawal request form);                     

(4)election of the Beneficiary continuation option;                             

(5)IRA contribution recharacterizations;                                        

(6)Section 1035 exchanges;                                                      

(7)direct transfers and specified direct rollovers;                             

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(8)election of the ATP exit option;                                             

(9)exercise of the GMIB or election of an annuity payout option;                

(10)requests to reset your GMIB benefit base and your Roll-up to age 85 benefit 
  base (used to calculate the "Greater of" death benefit) by electing one of
the following: one-time reset option, automatic annual reset program or 
automatic customized reset program;                                     

(11)death claims;                                                               

(12)requests for enrollment in either our Maximum payment plan or Customized    
payment plan under the Guaranteed minimum income benefit;               

(13)requests to drop or change your Guaranteed benefits;                        

(14)requests to collaterally assign your NQ contract;                           

(15)requests to transfer, re-allocate, rebalance, make subsequent contributions 
   and change your future allocations (except that certain transactions may be
permitted through the Online Account Access systems);                   

(16)requests to enroll in or cancel the Systematic transfer program;            

(17)transfers into and among investment options; and                            

(18)withdrawal requests.                                                        

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

(1)beneficiary changes;                                                         

(2)contract surrender;                                                          

(3)general dollar cost averaging;                                               

(4)special dollar cost averaging; and                                           

(5)Investment simplifier.                                                       

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

(1)general dollar cost averaging (including the fixed dollar and interest sweep 
options);                                                                 

(2)special dollar cost averaging;                                               

(3)substantially equal withdrawals;                                             

(4)systematic withdrawals; and                                                  

(5)the date annuity payments are to begin.                                      

TO CANCEL OR CHANGE ANY OF THE FOLLOWING, WE REQUIRE WRITTEN NOTIFICATION AT    
LEAST 30 CALENDAR DAYS PRIOR TO YOUR CONTRACT DATE ANNIVERSARY:                 

(1)automatic annual reset program; and                                          

(2)automatic customized reset program.                                          

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

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. We reserve the right to add, remove or change our administrative forms,   
procedures and programs at any time.                                            

SIGNATURES:                                                                     

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

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Retirement Cornerstone(R) Series E at a glance -- key features                  

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                                                                [Download Table]
                                                                              
SERIES E CONTRACT  This Prospectus describes the Retirement Cornerstone(R)    
                   Series E contract. It provides for the accumulation of     
                   retirement savings and income, offers income and death     
                   benefit protection, and offers various payout options.     
                   Also, it offers a Guaranteed minimum income benefit and    
                   Guaranteed minimum death benefits. For details, please see 
                   the summary of the contract features below, the "Fee table"
                   and "Charges and expenses" later in this Prospectus.       

                   The Retirement Cornerstone(R) Series E contract is         
                   available only through an exchange program under which a   
                   Prior Contract may be exchanged for this contract. See     
                   below and later in this Prospectus and "How you can        
                   purchase and contribute to your contract" in "Contract     
                   features and benefits" for more information. In addition,  
                   to see a summary comparison of some of the features of     
                   Prior Contracts and the Retirement Cornerstone(R) Series E 
                   contract, see "Exchange Program" in Appendix X later in    
                   this Prospectus.                                           

                   Please see the contribution rules, which are described in  
                   "Contribution amounts" later in this section and in "Rules 
                   regarding contributions to your contract" in "Appendix IX" 
                   later in this Prospectus.                                  

                                                        [Enlarge/Download Table]
                                                                                        

                            You should work with your financial professional to decide  
                            if this contract may be appropriate for you based on a      
                            thorough analysis of your particular insurance needs,       
                            financial objectives, investment goals, time horizons and   
                            risk tolerance.                                             
----------------------------------------------------------------------------------------
PROFESSIONAL INVESTMENT     The Retirement Cornerstone(R) Series E variable investment  
MANAGEMENT                  options invest in different Portfolios managed by           
                            professional investment advisers.                           
----------------------------------------------------------------------------------------
GUARANTEED INTEREST OPTION  .   Principal and interest guarantees.                      
                            .   Interest rates set periodically.                        
----------------------------------------------------------------------------------------
TAX ADVANTAGES              .   No tax on earnings inside the contract until you make   
                                withdrawals from your contract or receive annuity       
                                payments.                                               
                            ------------------------------------------------------------
                            .   No tax on transfers among investment options inside the 
                                contract.                                               
                            ------------------------------------------------------------
                            If you are purchasing or contributing to an annuity         
                            contract which is an Individual Retirement Annuity (IRA),   
                            or to fund an employer retirement plan (QP or Qualified     
                            Plan), you should be aware that such annuities do not       
                            provide tax deferral benefits beyond those already provided 
                            by the Internal Revenue Code for these types of             
                            arrangements. Before purchasing or contributing to one of   
                            the contracts, you should consider whether its features and 
                            benefits beyond tax deferral meet your needs and goals. You 
                            may also want to consider the relative features, benefits   
                            and costs of these annuities compared with any other        
                            investment that you may use in connection with your         
                            retirement plan or arrangement. Depending on your personal  
                            situation, the contract's Guaranteed benefits (other than   
                            the RMD Wealth Guard death benefit) may have limited        
                            usefulness because of required minimum distributions        
                            ("RMDs").                                                   
----------------------------------------------------------------------------------------
GUARANTEED MINIMUM          The GMIB guarantees, subject to certain restrictions,       
INCOME BENEFIT ("GMIB")     annual lifetime payments ("Lifetime GMIB payments"), which  
                            will begin at the earliest of: (i) the next contract year   
                            following the date your Protected Benefit account value     
                            falls to zero, provided the no lapse guarantee is in        
                            effect; (ii) the contract date anniversary following your   
                            95th birthday; and (iii) your election to exercise the      
                            GMIB. Lifetime GMIB payments can be on a single or joint    
                            life basis.                                                 
                            Your ability to exercise the GMIB is subject to a waiting   
                            period which begins on the date you first fund your         
                            Protected Benefit account. The waiting period ranges from   
                            10-15 years. If you reset your GMIB benefit base, a new     
                            waiting period to exercise the GMIB may apply from the date 
                            of the reset. See "Exercise rules" in "Contract features    
                            and benefits" for complete details.                         
                            YOUR LIFETIME GMIB PAYMENTS ARE CALCULATED BY APPLYING A    
                            PERCENTAGE TO YOUR GMIB BENEFIT BASE. YOUR GMIB BENEFIT     
                            BASE IS TIED TO AMOUNTS YOU ALLOCATE TO YOUR PROTECTED      
                            BENEFIT ACCOUNT. THE INVESTMENT OPTIONS AVAILABLE TO FUND   
                            YOUR PROTECTED BENEFIT ACCOUNT ARE LIMITED. SEE "GMIB       
                            BENEFIT BASE" IN "CONTRACT FEATURES AND BENEFITS" LATER IN  
                            THIS PROSPECTUS.                                            
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RETIREMENT CORNERSTONE(R) SERIES E AT A GLANCE -- KEY FEATURES  

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                                                        [Enlarge/Download Table]
                                                                                       
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GUARANTEED MINIMUM         AN EXCESS WITHDRAWAL THAT REDUCES YOUR PROTECTED BENEFIT    
INCOME BENEFIT ("GMIB")    ACCOUNT VALUE TO ZERO WILL CAUSE YOUR GMIB TO TERMINATE.    
(CONTINUED)                EVEN IF AN EXCESS WITHDRAWAL DOES NOT CAUSE YOUR GMIB TO    
                           TERMINATE, IT CAN GREATLY REDUCE YOUR GMIB BENEFIT BASE AND 
                           THE VALUE OF YOUR BENEFIT. Beginning in the contract year   
                           that follows the contract year in which you fund your       
                           Protected Benefit account, and prior to the beginning of    
                           your Lifetime GMIB payments, you can take your Annual       
                           withdrawal amount without reducing your GMIB benefit base.  
                           If you have the GMIB, your investment allocations to the    
                           Protected Benefit account are subject to our asset transfer 
                           program (''ATP''). The ATP uses predetermined mathematical  
                           formulas to move account value between the AXA Ultra        
                           Conservative Strategy investment option and the other       
                           Protected Benefit account variable investment options.      
                           Under these formulas, your Protected Benefit account value, 
                           excluding amounts in the special DCA account, may be        
                           transferred between the Protected Benefit account variable  
                           investment options which you have selected and the AXA      
                           Ultra Conservative Strategy investment option. For more     
                           information, please see ''Guaranteed minimum income benefit 
                           (''GMIB'')'' in ''Contract features and benefits'' later in 
                           this Prospectus and Appendix VIII to this Prospectus.       
                           See "Guaranteed minimum income benefit" and "Annual         
                           withdrawal amount" under "Guaranteed minimum income         
                           benefit" in "Contract features and benefits" later in this  
                           Prospectus. ANY AMOUNTS YOU WISH TO BE CREDITED TOWARD YOUR 
                           GMIB MUST BE ALLOCATED TO THE PROTECTED BENEFIT ACCOUNT.    
                           The Guaranteed benefits under the contract are supported by 
                           AXA Equitable's general account and are subject to AXA      
                           Equitable's claims paying ability. Contract owners should   
                           look to the financial strength of AXA Equitable for its     
                           claims paying ability.                                      
---------------------------------------------------------------------------------------
GUARANTEED MINIMUM DEATH   .   Return of Principal death benefit                       
BENEFITS ("GMDBS")         .   Highest Anniversary Value death benefit                 
                           .   RMD Wealth Guard death benefit                          
                           .   "Greater of" death benefit                              
                           ANY AMOUNTS YOU WISH TO BE CREDITED TOWARD YOUR GMDB MUST   
                           BE ALLOCATED TO THE PROTECTED BENEFIT ACCOUNT.              
                           The Return of Principal death benefit and the "Greater of"  
                           death benefit can only be elected in combination with the   
                           GMIB. The Highest Anniversary Value death benefit can be    
                           elected with or without selecting the GMIB. If you elect    
                           the GMIB and do not elect a guaranteed minimum death        
                           benefit, you will automatically receive the Return of       
                           Principal death benefit. The RMD Wealth Guard death benefit 
                           cannot be elected in combination with the GMIB.             
                           The Return of Principal death benefit, like all of the      
                           guaranteed minimum death benefits, only applies to amounts  
                           you allocate to the Protected Benefit account variable      
                           investment options and not with the contract as a whole.    
                           An Excess RMD withdrawal will reduce your RMD Wealth Guard  
                           death benefit base on a pro rata basis. A pro rata          
                           reduction to your RMD Wealth Guard death benefit base could 
                           be greater than the dollar amount of the withdrawal and     
                           could significantly reduce or eliminate the value of your   
                           RMD Wealth Guard death benefit.                             
                           The Guaranteed benefits under the contract are supported by 
                           AXA Equitable's general account and are subject to AXA      
                           Equitable's claims paying ability. Contract owners should   
                           look to the financial strength of AXA Equitable for its     
                           claims paying ability.                                      
---------------------------------------------------------------------------------------
INVESTMENT ACCOUNT DEATH   The death benefit in connection with your Investment        
BENEFIT                    account is equal to the return of your account value as of  
                           the day we receive satisfactory proof of the owner's (or    
                           older joint owner's, if applicable) death, any required     
                           instructions for method of payment, and any required        
                           information and forms necessary to effect payment.          
---------------------------------------------------------------------------------------
DROPPING OR CHANGING YOUR  You have the option to drop or change your Guaranteed       
GUARANTEED BENEFITS        benefits subject to our rules. IN SOME CASES, YOU MAY HAVE  
                           TO WAIT A SPECIFIED TIME PERIOD IN ORDER TO DROP YOUR       
                           BENEFITS. Please see "Dropping or changing your Guaranteed  
                           benefits" in "Contract features and benefits," as well as   
                           Appendix I, for more information.                           
---------------------------------------------------------------------------------------

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                                                                [Download Table]
                                                                                  
----------------------------------------------------------------------------------
CONTRIBUTION AMOUNTS  The chart below shows the minimum initial and, in           
                      parenthesis, subsequent contribution amounts under the      
                      contracts. The only source of contributions that are        
                      permitted to fund a contract are from full exchanges,       
                      rollovers or transfers from a Prior Contract. Subsequent    
                      contributions can only be made through full exchanges,      
                      rollovers, or transfers from a Prior Contract. Partial      
                      exchanges, rollovers, and transfers are not permitted as    
                      sources of contributions. As a result you may not be able   
                      to make subsequent contributions to your contract and,      
                      therefore, you would not be able to increase your           
                      Guaranteed benefit base value through subsequent            
                      contributions. Please see "How you can purchase and         
                      contribute to your contract" in "Contract features and      
                      benefits" and "Rules regarding contributions to your        
                      contract" in "Appendix IX" for more information, including  
                      important limitations on contributions.                     

                                                                [Download Table]


                         SERIES E               
------------------------------------------------
                                                
NQ                       $25,000($500)/(1)/     
------------------------------------------------
Traditional or Roth IRA  $25,000($50)/(1)/      
------------------------------------------------
QP                       $25,000($500)/(1)/     
------------------------------------------------

                                                                [Download Table]
                                                                                  
                      /(1)/Subsequent contributions are only permitted from       
                           exchanges, rollovers or transfers from a Prior         
                           Contract.                                              
                      .   Maximum contribution limitations apply to all           
                          contracts. For more information, please see "How you    
                          can purchase and contribute to your contract" in        
                          "Contract features and benefits" later in this          
                          Prospectus.                                             
                      ------------------------------------------------------------
                      Upon advance notice to you, we may exercise certain rights  
                      we have under the contract regarding contributions,         
                      including our rights to: (i) change minimum and maximum     
                      contribution requirements and limitations, and (ii)         
                      discontinue acceptance of contributions. Further, we may at 
                      any time exercise our rights to limit or terminate your     
                      contributions and transfers to any of the variable          
                      investment options (including the Protected Benefit account 
                      variable investment options) and to limit the number of     
                      variable investment options which you may select.           
----------------------------------------------------------------------------------
ACCOUNT TYPES         You may allocate your contributions to the Investment       
                      account, or to the Protected Benefit account to fund one or 
                      more of the Guaranteed benefits. The Investment account     
                      offers more than 112 investment options and is designed to  
                      meet the asset allocation and accumulation needs of a many  
                      types of investors. The Protected Benefit account offers a  
                      limited selection of core investment options that work in   
                      conjunction with the optional Guaranteed benefits. You      
                      should be aware that we select investment options for the   
                      Protected Benefit account that generally offer lower        
                      volatility in order to reduce our downside exposure in      
                      providing the Guaranteed benefits. In rising market         
                      conditions, this strategy may also result in periods of     
                      underperformance.                                           
                      INVESTMENT ACCOUNT                                          
                      .   Investment account variable investment options          
                      .   Guaranteed interest option                              
                      .   Amounts in the Special DCA program designated for       
                          future transfers to Investment account variable         
                          investment options or the guaranteed interest option    
                      PROTECTED BENEFIT ACCOUNT                                   
                      .   Protected Benefit account variable investment options   
                      .   Amounts in the Special DCA program designated for       
                          future transfers to Protected Benefit account variable  
                          investment options                                      
----------------------------------------------------------------------------------
ACCESS TO YOUR MONEY  .   Partial withdrawals                                     
                      .   Several options for withdrawals on a periodic basis     
                      .   Contract surrender                                      
                      .   Various options for required minimum distributions      
                      .   Maximum payment plan (only under contracts with GMIB)   
                      .   Customized payment plan (only under contracts with GMIB)
                      Any income you receive may be subject to tax; also may be   
                      subject to an additional 10% income tax penalty unless you  
                      are age 59 1/2 or another exception applies. Also, certain  
                      withdrawals will diminish the value of any Guaranteed       
                      benefits you have funded.                                   
----------------------------------------------------------------------------------
PAYOUT OPTIONS        .   Fixed annuity payout options                            
                      .   Other payout options through other contracts            
----------------------------------------------------------------------------------

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ADDITIONAL FEATURES        .   Dollar cost averaging programs                          
                           .   Optional rebalancing (for amounts in the Investment     
                               account variable investment options and guaranteed      
                               interest option)                                        
                           .   Systematic transfer program (four options for transfers 
                               from the Investment account to the Protected Benefit    
                               account)                                                
                           .   Transfers among investment options at no charge         
                               (subject to limitations)                                
                           .   Option to drop or change your Guaranteed benefits after 
                               issue, subject to our rules. Please see "Dropping or    
                               changing your Guaranteed benefits" in "Contract         
                               features and benefits," as well as Appendix I, for more 
                               information.                                            
                           .   Spousal continuation                                    
                           .   Beneficiary continuation option                         
                           .   Annual resets of your GMIB benefit base and Roll-up to  
                               age 85 benefit base (used to calculate your "Greater    
                               of" death benefit)                                      
---------------------------------------------------------------------------------------
FEES AND CHARGES           Please see "Fee table" later in this section for complete   
                           details.                                                    
---------------------------------------------------------------------------------------
OWNER AND ANNUITANT ISSUE  Please see "Rules regarding contributions to your contract" 
AGES                       in "Appendix IX" for owner and annuitant issue ages         
                           applicable to your contract.                                
---------------------------------------------------------------------------------------
CONTRACT TERMINATION       YOUR CONTRACT MAY TERMINATE WITHOUT VALUE IF YOUR TOTAL     
                           ACCOUNT VALUE FALLS TO ZERO AS A RESULT OF EXCESS           
                           WITHDRAWALS, OR THE PAYMENT OF ANY APPLICABLE CHARGES WHEN  
                           DUE, OR A COMBINATION OF THE TWO. Please see "Effect of     
                           your account values falling to zero" in "Determining your   
                           contract's value" later in this Prospectus for more         
                           information.                                                
---------------------------------------------------------------------------------------
YOUR RIGHT TO CANCEL       To exercise your cancellation right under the contract, you 
                           must notify us with a signed letter of instruction electing 
                           this right, to our processing office within 10 days after   
                           you receive your contract. If state law requires, this      
                           "free look" period may be longer. See "Your right to cancel 
                           within a certain number of days" in "Contract features and  
                           benefits" later in this Prospectus for more information.    
---------------------------------------------------------------------------------------
GUARANTEED BENEFIT OFFERS  From time to time, we may offer you some form of payment or 
                           incentive in return for terminating or modifying certain    
                           guaranteed benefits. See "Guaranteed benefit offers" in     
                           "Contract features and benefits" for more information.      
---------------------------------------------------------------------------------------

THE TABLE ABOVE SUMMARIZES ONLY CERTAIN CURRENT KEY FEATURES AND BENEFITS OF    
THE CONTRACT. THE TABLE ALSO SUMMARIZES CERTAIN CURRENT LIMITATIONS,            
RESTRICTIONS AND EXCEPTIONS TO THOSE FEATURES AND BENEFITS THAT WE HAVE THE     
RIGHT TO IMPOSE UNDER THE CONTRACT AND THAT ARE SUBJECT TO CHANGE IN THE        
FUTURE. IN SOME CASES, OTHER LIMITATIONS, RESTRICTIONS AND EXCEPTIONS MAY       
APPLY. THE CONTRACT MAY NOT CURRENTLY BE AVAILABLE IN ALL STATES. CERTAIN       
FEATURES AND BENEFITS DESCRIBED IN THIS PROSPECTUS MAY VARY IN YOUR STATE; ALL  
FEATURES AND BENEFITS MAY NOT BE AVAILABLE IN ALL CONTRACTS, IN ALL STATES OR   
FROM ALL SELLING BROKER-DEALERS. YOU MAY CONTACT US TO PURCHASE ANY VERSION OF  
THE CONTRACT IF A VERSION IS NOT OFFERED BY THE SELLING BROKER-DEALER. FOR A    
STATE-BY-STATE DESCRIPTION OF ALL MATERIAL VARIATIONS OF THIS CONTRACT, SEE     
APPENDIX V LATER IN THIS PROSPECTUS.                                            

For more detailed information, we urge you to read the contents of this         
Prospectus, as well as your contract. This Prospectus is a disclosure document  
and describes all of the contract's material features, benefits, rights and     
obligations, as well as other information. The Prospectus should be read        
carefully before investing. 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, and have fees and charges, that are     
different from those in the contracts offered by this Prospectus. Not every     
contract we issue, including some described in this Prospectus, is offered      
through every selling broker-dealer. Some selling broker-dealers may not offer  
and/or limit the offering of certain features or options, as well as limit the  
availability of the contracts, based on issue age or other criteria established 
by the selling broker-dealer. Upon request, your financial professional can     
show you information regarding other AXA Equitable annuity contracts that he or 
she distributes. You can also contact us to find out more about the             
availability of any of the AXA Equitable annuity contracts.                     

You should work with your financial professional to decide whether one or more  
optional benefits are appropriate for you based on a thorough analysis of your  
particular insurance needs, financial objectives, investment goals, time        
horizons and risk tolerance.                                                    

EXCHANGE PROGRAM                                                                

The Retirement Cornerstone(R) Series E contract is offered only through an      
exchange program under which a Prior Contract may be exchanged for a Retirement 
Cornerstone(R) Series E contract. This is called an "exchange" under securities 
law. For purposes of this Prospectus, the word "exchange" includes a rollover   
or transfer, as applicable, for federal income tax purposes. Under this         
program, among other criteria, which are described below, the                   

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surrender of a Prior Contract may not be subject to withdrawal charges to be    
eligible for the Retirement Cornerstone(R) Series E contract. In addition, the  
account value of the Retirement Cornerstone(R) Series E contract would not be   
subject to any withdrawal charges, but would be subject to all other charges    
and fees under the Retirement Cornerstone(R) Series E contract, which are       
described in this Prospectus.                                                   

You should carefully consider whether an exchange is appropriate for you by     
considering the benefits and guarantees provided by your Prior Contract to the  
benefits and guarantees provided by the Retirement Cornerstone(R) Series E      
contract. Please note that if you elect to exchange into the Retirement         
Cornerstone(R) Series E contract you will lose all existing benefits under your 
Prior Contract. You should also review the fees and charges of your Prior       
Contract and the fees and charges of the Retirement Cornerstone(R) Series E     
contract, which may be higher than the fees and charges under the Prior         
Contract. Any such exchange program will be made available on terms and         
conditions determined by us and will comply with applicable law.                

You should read the Prospectus and other information related to your Prior      
Contract prior to requesting an exchange, rollover or transfer to the           
Retirement Cornerstone(R) Series E contract and you should consider the         
differences between your Prior Contract and Retirement Cornerstone(R) Series E  
contract. There may be differences that are important for you to consider prior 
to purchasing the Retirement Cornerstone(R) Series E contract. To see a summary 
comparison of some of the features of Prior Contracts and the Retirement        
Cornerstone(R) Series E contract, see Appendix X -- "Exchange program" later in 
this Prospectus.                                                                

In considering whether the exchange is appropriate for you, you should consult  
with your financial professional. Your financial professional will be paid a    
commission if you exchange, transfer or rollover your Prior Contract to the     
Retirement Cornerstone(R) Series E contract, which may create the potential for 
a conflict of interest for your financial professional. For more information,   
please contact your financial professional.                                     

You may obtain a copy of your Prior Contract prospectus by contacting your      
financial professional or by writing or calling us as follows:                  

Accumulator               EQUI-VEST(R)              
PO Box 1547               PO Box 4956               
Secaucus, NJ 07096-1547   Syracuse, NY 13221-4956   

1 (800) 789-7771          1 (800) 628 6673          

LISTED BELOW IS A DESCRIPTION OF CONTRACT OWNERS OF PRIOR CONTRACTS THAT MAY OR 
MAY NOT BE ELIGIBLE TO PURCHASE THE RETIREMENT CORNERSTONE(R) SERIES E CONTRACT:

..   Contract owners of an EQUI-VEST(R) contract are eligible, except for       
contract owners that are eligible to purchase an EQUI-VEST(R) at        
  Retirement/SM/ contract, or contract owners that have elected a Guaranteed
  benefit or discontinued a Guaranteed benefit. In addition, contract owners
  of an EQUI-VEST(R) Tax Sheltered Annuity contract are eligible (i) if they
  are separated from service and are no longer making on-going contributions
   to the Prior Contract or (ii) if the Prior Contract has an outstanding loan
balance the contract owner can either (a) pay off the outstanding loan  
  balance or (b) have the loan with accrued interest deducted from the total
 value of Prior Contract and roll over the remaining balance to Retirement
Cornerstone(R) Series E contract.                                       

..   Contract owners of an Accumulator contract who elected a Guaranteed benefit
are not eligible to exchange into the Retirement Cornerstone(R) Series E
contract.                                                               

..   Contract owners of an Accumulator contract who either: (i) accepted a      
Guaranteed benefit buyout or (ii) dropped a Guaranteed benefit from the 
   contract, are not eligible to purchase the Retirement Cornerstone(R) Series
E contract.                                                             

..   Contract owners who have remaining or outstanding withdrawal charges on the
Prior Contract, or who do not satisfy a condition for waiving the       
withdrawal charge under the Prior Contract are not eligible.            

..   There have been no rollovers or transfers made within the past two years   
   into a Prior Contract from the date of the request to purchase a Retirement
Cornerstone(R) Series E contract, except if the contract owner has been 
separated from service at time of the purchase.                         

LISTED BELOW ARE ADDITIONAL TERMS AND CONDITIONS TO PURCHASE THE RETIREMENT     
CORNERSTONE(R) SERIES E CONTRACT:                                               

1. The minimum initial contribution is $25,000 and you must elect one or more   
of the Guaranteed benefits provided under the Retirement Cornerstone(R)   
Series E contract. The source of the contribution must be from a Prior    
Contract as described above.                                              

2. Only full exchanges, rollovers and transfers for the total account value of  
  a Prior Contract will be accepted. Partial exchanges, rollovers or transfers
from Prior Contracts are not permitted.                                   

3. Exchanges, rollovers or transfers from contracts other than from Prior       
Contracts are not permitted.                                              

4. Subsequent contributions in a minimum amount of $50 or more for Traditional  
IRA or Roth IRA contracts and $500 or more for NQ and QP contracts are    
 permitted. The source of the contribution must be from a Prior Contract, as
described above.                                                          

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5. If you are the owner of only one Prior Contract, you would only be eligible  
to make an initial contribution. Therefore, you would not be able to      
  increase your Guaranteed benefit base value through subsequent contributions
to your Retirement Cornerstone(R) Series E contract.                      

6. You must elect one or more of the Guaranteed benefits provided under the     
Retirement Cornerstone(R) Series E contract.                              

7. There is generally no minimum amount to fund a Guaranteed benefit through    
the Protected Benefit account. It can generally be funded at any time     
 subject to certain age limitations. For more information, see "Transferring
your account value" under "Transferring your money among investment       
options," later in this Prospectus.                                       

8. There is an additional charge for each Guaranteed benefit you elect, except  
 for the Return of Principal death benefit. However, if you elect the Return
of Principal death benefit, it must be elected in combination with the    
Guaranteed Minimum Income Benefit, which has an additional charge.        

9. If you fund your Guaranteed benefit you have to wait up to four years before 
you can drop the Guaranteed benefit.                                      

10.If you exchange your Prior Contract before the maturity of an outstanding    
Fixed Maturity Option, the market value adjustment may apply and therefore
 the value you receive could be less than you would have received if you had
waited for the maturity of the Fixed Maturity Option before exchanging out
of the Prior Contract.                                                    

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Fee table                                                                       

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

The following tables describe the fees and expenses that you will pay when      
buying, owning and surrendering the contract. Each of the charges and expenses  
is more fully described in "Charges and expenses" later in this Prospectus.     

The first table describes fees and expenses that you will pay if you make       
certain transfers or request special services. Charges designed to approximate  
certain taxes that may be imposed on us, such as premium taxes in your state,   
may also apply./(1)/                                                            

                                                                [Download Table]
                                                                                   
-----------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE AT THE TIME YOU REQUEST                 
 CERTAIN TRANSACTIONS                                                              
-----------------------------------------------------------------------------------
Charge for each additional transfer in excess of 12            Maximum Charge: $35 
transfers per contract year:/(2)/                              Current Charge: $0  

                                                        [Enlarge/Download Table]
                                                                                                        
SPECIAL SERVICE CHARGES:/(3)/                                                                           

..   Express mail charge                                      Current and Maximum Charge:       $35     
..   Wire transfer charge                                     Current and Maximum Charge:       $90     
..   Duplicate contract charge                                Current and Maximum Charge:       $35     
..   Check preparation charge/(5)/                            Maximum Charge:                   $85     
..   Charge for third party transfer or exchange/(4)/         Current Charge:                   $0      
                                                             Maximum Charge:                   $125     
                                                             Current Charge:                   $65/(6)/ 
--------------------------------------------------------------------------------------------------------

                                                                [Download Table]
                                                           

The following tables describe the fees and expenses that   
you will pay periodically during the time that you own the 
contract, not including the underlying trust portfolio fees
and expenses.                                              

                                                        [Enlarge/Download Table]
                                                                                                 
-------------------------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE ON EACH CONTRACT DATE ANNIVERSARY                     
-------------------------------------------------------------------------------------------------
Maximum annual administrative charge/(5)/                                                        

   If your account value on a contract date anniversary is      $30                              
   less than $50,000/(7)/                                                                        

   If your account value on a contract date anniversary is      $0                               
   $50,000 or more                                                                               
-------------------------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT OPTIONS EXPRESSED AS AN                         
 ANNUAL PERCENTAGE OF DAILY NET ASSETS                                                           
-------------------------------------------------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES:/(8)/                          SERIES E                         
                                                                --------     -       -           
Operations                                                      0.80%                            
Administration                                                  0.30%                            
Distribution                                                    0.20%                            
                                                                -----        -       -           
Total separate account annual expenses ("Contract fee")         1.30%                            
-------------------------------------------------------------------------------------------------
 CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE EACH YEAR IF YOU FUND ANY OF THE                      
 FOLLOWING OPTIONAL BENEFITS                                                                     
-------------------------------------------------------------------------------------------------
GUARANTEED MINIMUM DEATH BENEFIT CHARGE (Calculated as a                                         
percentage of the applicable benefit base/(9)/. Deducted                                         
annually/(10) /on each contract date anniversary for which                                       
the benefit is in effect.)                                                                       

   Return of Principal death benefit                            No Additional Charge             

   Highest Anniversary Value death benefit                      0.35% (current and maximum)      
-------------------------------------------------------------------------------------------------
RMD Wealth Guard death benefit                                                                   

   Maximum Charge:                                              1.80%                            

   Current Charge/(11)/:                                        0.90%                            
-------------------------------------------------------------------------------------------------
"Greater of" death benefit                                                                       

   Maximum Charge:                                              2.30%                            

   Current Charge/(12)/:                                        1.15%                            
-------------------------------------------------------------------------------------------------

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                                                                [Download Table]
                                                                             
GUARANTEED MINIMUM INCOME BENEFIT CHARGE (Calculated as a                    
percentage of the GMIB benefit base/(9)/. Deducted                           
annually/(10)/ on each contract date anniversary for which                   
the benefit is in effect.)                                                   

   Maximum Charge:                                             2.30%         
   Current Charge/(12)/:                                       1.15%         
-----------------------------------------------------------------------------

You also bear your proportionate share of all fees and expenses paid by a       
Portfolio that corresponds to any variable investment option you are using.     
This table shows the lowest and highest total operating expenses charged by any 
of the Portfolios that you will pay periodically during the time that you own   
the contract. These fees and expenses are reflected in the Portfolio's net      
asset value each day. Therefore, they reduce the investment return of the       
Portfolio and the related variable investment option. Actual fees and expenses  
are likely to fluctuate from year to year. More detail concerning each          
Portfolio's fees and expenses is contained in the prospectus for the Portfolio. 

                                                        [Enlarge/Download Table]
                                                                                                                 
-----------------------------------------------------------------------------------------------------------------
 PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS                              
-----------------------------------------------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses for 2014 (expenses that are deducted from                Lowest Highest
Portfolio assets including management fees, 12b-1 fees, service fees, and/or other expenses)/(*)/  0.62%  8.84%  
-----------------------------------------------------------------------------------------------------------------

Notes:                                                                          

(*)"Total Annual Portfolio Operating Expenses" are based, in part, on estimated 
amounts for options added during the fiscal year 2014, if applicable, and 
for the underlying Portfolios. Pursuant to a contract, AXA Equitable Funds
Management Group, LLC has agreed to make payments or waive its management,
administrative and other fees to limit the expenses of certain affiliated 
  Portfolios through April 30, 2016 ("Expense Limitation Arrangement") (unless
  the Trust's Board of Trustees consents to an earlier revision or termination
 of this agreement). The Expense Limitation Arrangement may be terminated by
 AXA Equitable Funds Management Group, LLC at any time after April 30, 2016.
 The range of expenses in the table above does not include the effect of any
Expense Limitation Arrangement. The range of expense in the table below   
includes the effect of the Expense Limitation Arrangements.               

                                                        [Enlarge/Download Table]
                                                                                                                            
----------------------------------------------------------------------------------------------------------------------------
 PORTFOLIO OPERATING EXPENSES EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS                                         
----------------------------------------------------------------------------------------------------------------------------
Total Annual Portfolio Operating Expenses for 2014 after the effect of Expense Limitation Arrangements/(13)/  Lowest Highest
                                                                                                              0.62%  3.26%  
----------------------------------------------------------------------------------------------------------------------------

For complete information regarding the Expense Limitation Arrangements see
the prospectuses for the underlying Portfolios.                           

(1)The current tax charge that might be imposed varies by jurisdiction and      
currently ranges from 0% to 3.5%.                                         

(2)Currently, we do not charge for transfers among investment options under the 
  contract. However, we reserve the right to charge for transfers in excess of
12 transfers per contract year. We will charge no more than $35 for each  
  transfer at the time each transfer is processed. See "Transfer charge" under
  "Charges that AXA Equitable deducts" in "Charges and expenses" later in this
Prospectus.                                                               

(3)These charges may increase over time to cover our administrative costs. We   
may discontinue these services at any time.                               

(4)The sum of these charges will never exceed 2% of the amount disbursed or     
transferred.                                                              

(5)If the contract is surrendered or annuitized or a death benefit is paid on   
  any date other than the contract date anniversary, we will deduct a pro rata
portion of the administrative charge for that year.                       

(6)This charge is currently waived. This waiver may be discontinued at any      
time, with or without notice.                                             

(7)During the first two contract years this charge, if applicable, is equal to  
  the lesser of $30 or 2% of your Total account value. Thereafter, the charge,
if applicable, is $30 for each contract year.                             

(8)In connection with the separate account annual expenses, these charges       
compensate us for certain risks we assume and expenses we incur under the 
contract. We expect to make a profit from these charges.                  

(9)The benefit base is not an account value or cash value. Your initial benefit 
base is equal to your initial contribution or transfer to the Protected   
Benefit account variable investment options and amounts in the Special DCA
program designated for transfers to the Protected Benefit account variable
investment options. Subsequent adjustments to the applicable benefit base 
and the investment performance of the Protected Benefit account may result
in a "benefit base" that is significantly different from your total       
contributions or future transfers to, or account value in, the Protected  
Benefit account. See "Guaranteed minimum death benefits" and "Guaranteed  
minimum income benefit" in "Contract features and benefits" later in this 
Prospectus.                                                               

(10)If the contract is surrendered or annuitized, or a death benefit is paid,   
or the benefit is dropped (if applicable), on any date other than the   
  contract date anniversary, we will deduct a pro rata portion of the charge
for that year.                                                          

(11)We reserve the right to increase or decrease this charge any time after     
  your second contract date anniversary. See "RMD Wealth Guard death benefit
charge" in "Charges and expenses" later in this Prospectus.             

(12)We reserve the right to increase or decrease this charge any time after     
your second contract date anniversary. See "Guaranteed minimum income   
benefit charge" and "Greater of death benefit" in "Charges and expenses"
later in this Prospectus.                                               

(13)"Total Annual Portfolio Operating Expenses" are based, in part, on          
estimated amounts for options added during the fiscal year 2014, if     
applicable, and for the underlying portfolios. In addition, the "Lowest"
 represents the total annual operating expenses of the EQ/Equity 500 Index
  Portfolio. The "Highest" represents the total annual operating expenses of
the Neuberger Berman Absolute Return Multi-Manager Portfolio. For more  
information, see the prospectuses for the Portfolios.                   

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EXAMPLES                                                                        

These examples are intended to help you compare the cost of investing in the    
contract with the cost of investing in other variable annuity contracts. These  
costs include contract owner transaction expenses, contract fees, separate      
account annual expenses, and underlying trust fees and expenses (including the  
underlying portfolio fees and expenses). These examples do not reflect charges  
for any special service you may request.                                        

The first example below shows the expenses that a hypothetical contract owner   
(who has elected the "Greater of" death benefit with the Guaranteed minimum     
income benefit) would pay in the situations illustrated. This example uses an   
estimated average annual administrative charge based on anticipated sales and   
contract sizes, which results in an estimated annual administrative charge      
calculated as a percentage of contract value of 0.011%. As discussed            
immediately below, the example further assumes the highest minimum Deferral     
Roll-up rate of 8% is applied to the GMIB benefit base and Annual Roll-up to    
age 85 benefit base annually. The example assumes the maximum charges that      
would apply based on a 5% return for the "Greater of" death benefit and         
Guaranteed minimum income benefit, both of which are calculated as a percentage 
of each Guaranteed benefit's benefit base. The example also assumes there has   
not been a withdrawal from the Protected Benefit account.                       

In this example, we assume the highest minimum Deferral Roll-up rate of 8% that 
can be applied to the GMIB and Roll-up to age 85 benefit bases. Since the       
charges for the GMIB and "Greater of" death benefit are calculated as a         
percentage of their applicable benefit bases, the examples show the maximum     
charges under these assumptions. We reserve the right to declare a Deferral     
Roll-up rate in excess of 8%. A higher Deferral Roll-up rate could result in a  
higher GMIB benefit base and "Greater of" death benefit base. However, since we 
cannot predict how high your Deferral Roll-up rate might be, we have based the  
example on a Deferral Roll-up rate of 8%, which is the highest rate available   
under the Deferral Ten-Year Treasuries Formula Rate. See "Deferral Roll-up      
rate" under "Guaranteed minimum income benefit" in "Contract features and       
benefits."                                                                      

Amounts allocated to the Special DCA program are not covered by these example.  
The annual administrative charge does apply to amounts allocated to the Special 
DCA program.                                                                    

The example assumes that you invest $10,000 in the Protected Benefit account    
variable investment options for the time periods indicated, and that your       
investment has a 5% return each year. Other than the annual administrative      
charge and the charges for the Guaranteed benefits (which are described         
immediately above), the example also assumes separate account annual expenses   
and that amounts are allocated to the Protected Benefit account variable        
investment options that invest in Portfolios with (a) the maximum fees and      
expenses, and (b) the minimum fees and expenses (before expense limitations).   
The example should not be considered a representation of past or future         
expenses for each option. Actual expenses may be greater or less than those     
shown. Similarly, the annual rate of return assumed in each example is not an   
estimate or guarantee of future investment performance. Although your actual    
costs may be higher or lower, based on these assumptions your costs would be:   

                                                        [Enlarge/Download Table]

                                               SERIES E                              
-------------------------------------------------------------------------------------
                                    WHETHER OR NOT YOU SURRENDER YOUR CONTRACT AT THE
                                    END OF THE APPLICABLE TIME PERIOD                
-------------------------------------------------------------------------------------
                                    1 YEAR      3 YEARS      5 YEARS     10 YEARS    
-------------------------------------------------------------------------------------
                                                                                     
(a)assuming maximum fees and                                                         
   expenses of any of the                                                            
   Protected Benefit account                                                         
   investment options                $519       $1,907       $3,717       $9,017     
-------------------------------------------------------------------------------------
(b)assuming minimum fees and                                                         
   expenses of any of the                                                            
   Protected Benefit account                                                         
   investment options                $495       $1,836       $3,606       $8,836     
-------------------------------------------------------------------------------------

The next example shows the expenses that a hypothetical contract owner who has  
opted out of all optional benefits that have fees associated with them would    
pay in the situations illustrated. This example uses an estimated average       
annual administrative charge based on anticipated sales and contract sizes,     
which results in an estimated annual administrative charge calculated as a      
percentage of contract value of 0.011%.                                         

The example assumes amounts are allocated to the most expensive and least       
expensive Portfolio. Amounts allocated to the guaranteed interest option and    
the Special DCA program are not covered by this example. The annual             
administrative charge does apply to amounts allocated to the guaranteed         
interest option and the Special DCA program.                                    

The example assumes that you invest $10,000 in the Investment account variable  
investment options for the time periods indicated, and that your investment has 
a 5% return each year. Other than the annual administrative charge (which is    
described immediately above), the example also assumes maximum contract charges 
and total annual expenses of the Portfolios (before expense limitations)        
invested in by the Investment account variable investment options set forth in  
the previous chart. The example should not be considered a representation of    
past or future expenses for each option. Actual expenses may be greater or less 
than those shown. Similarly, the annual rate of return assumed in the example   
is not an estimate or guarantee of future investment performance. Although your 
actual costs may be higher or lower, based on these assumptions your costs      
would be:                                                                       

                                                        [Enlarge/Download Table]

                                               SERIES E                              
-------------------------------------------------------------------------------------
                                    WHETHER OR NOT YOU SURRENDER YOUR CONTRACT AT THE
                                    END OF THE APPLICABLE TIME PERIOD                
-------------------------------------------------------------------------------------
                                    1 YEAR      3 YEARS      5 YEARS     10 YEARS    
-------------------------------------------------------------------------------------
                                                                                     
(a)assuming maximum fees and                                                         
   expenses of any of the                                                            
   Portfolios                       $1,066      $3,020       $4,759       $8,316     
-------------------------------------------------------------------------------------
(b)assuming minimum fees and                                                         
   expenses of any of the                                                            
   Portfolios                       $  203      $  626       $1,076       $2,321     
-------------------------------------------------------------------------------------

19  

FEE TABLE 

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For information on how your contract works under certain hypothetical           
circumstances, please see Appendix IV at the end of this Prospectus.            

CONDENSED FINANCIAL INFORMATION                                                 

Please see Appendix XI at the end of this Prospectus and Appendix I at the end  
of the Statement of Additional Information 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, 2014.                  

20  

FEE TABLE 

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1. Contract features and benefits                                               

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

HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT                            

You may purchase a contract by making payments to us that we call               
"contributions." Only full exchanges, rollovers or transfers from a Prior       
Contract are permitted as contributions. No other source of contributions are   
permitted. Partial exchanges, rollovers or transfers are not permitted as       
contributions. In addition, subsequent contributions can only be made through   
full exchanges, rollovers, or transfers from a Prior Contract. As a result you  
may not be able to make subsequent contributions to your contract. See          
Retirement Cornerstone(R) Series E at a glance -- key features" earlier in this 
Prospectus for more information. The tables in Appendix IX later in this        
Prospectus summarize our current rules regarding contributions to your          
contract, which are subject to change. Both the owner and annuitant named in    
the contract must meet the issue age requirements shown in the table and        
contributions are based on the age of the older of the original owner and       
annuitant. We can refuse to accept an application from you or any contribution  
from you at any time, including after you purchase the contract.                

--------------------------------------------------------------------------------
WE RESERVE THE RIGHT TO CHANGE OUR CURRENT LIMITATIONS ON YOUR CONTRIBUTIONS    
AND TO DISCONTINUE ACCEPTANCE OF CONTRIBUTIONS.                                 
--------------------------------------------------------------------------------

We currently do not accept any contribution to your contract if: (i) the sum of 
all contributions under all Accumulator(R) Series and Retirement Cornerstone(R) 
Series contracts with the same owner or annuitant would then total more than    
$1,500,000, or (ii) the aggregate contributions under all AXA Equitable annuity 
accumulation contracts with the same owner or annuitant would then total more   
than $2,500,000. We may waive these and other contribution limitations based on 
certain criteria that we determine, including Guaranteed benefits, issue age,   
aggregate contributions, variable investment option allocations and selling     
broker-dealer compensation. These and other contribution limitations may not be 
applicable in your state. For a state-by-state description of all material      
variations of the contracts, see Appendix V later in this Prospectus.           

You may not contribute or transfer more than $1,500,000 to your Protected       
Benefit account variable investment options and the Special DCA program with    
amounts designated for the Protected Benefit account variable investment        
options.                                                                        

Once a withdrawal is taken from your Protected Benefit account, you cannot make 
additional contributions to your Protected Benefit account, either directly or  
through a new Special DCA program. You may, however, be able to continue to     
make transfers from your Investment account to the Protected Benefit account    
variable investment options until such time you make a subsequent contribution  
to your Investment account. Scheduled transfers from an existing Special DCA    
program will continue through to the program's conclusion.                      

We may accept less than the minimum initial contribution under a contract if an 
aggregate amount of Retirement Cornerstone(R) Series contracts, respectively,   
purchased at the same time by an individual (including spouse) meet the minimum.
--------------------------------------------------------------------------------
THE "OWNER" IS THE PERSON WHO IS THE NAMED OWNER IN THE CONTRACT AND, IF AN     
INDIVIDUAL, IS THE MEASURING LIFE FOR DETERMINING CONTRACT BENEFITS. THE        
"ANNUITANT" IS THE PERSON WHO IS THE MEASURING LIFE FOR DETERMINING THE         
CONTRACT'S MATURITY DATE. THE ANNUITANT IS NOT NECESSARILY THE CONTRACT OWNER.  
WHERE THE OWNER OF A CONTRACT IS NON-NATURAL, THE ANNUITANT IS THE MEASURING    
LIFE FOR DETERMINING CONTRACT BENEFITS.                                         
--------------------------------------------------------------------------------

Upon advance notice to you, we may exercise certain rights we have under the    
contract regarding contributions, including our rights to:                      

..   Change our contribution requirements and limitations and our transfer      
rules, including to:                                                    

-- increase or decrease our minimum contribution requirements and increase
or decrease our maximum contribution limitations;                   

-- discontinue the acceptance of subsequent contributions to the contract;

-- discontinue the acceptance of subsequent contributions and/or transfers
 into one or more of the variable investment options and/or guaranteed
interest option; and                                                

-- discontinue the acceptance of subsequent contributions and/or transfers
into the Protected Benefit account variable investment options.     

..   Default certain contributions and transfers designated for a Protected     
Benefit account variable investment option(s) to the corresponding      
   Investment account variable investment option(s), which invests in the same
underlying Portfolio(s). See "Rebalancing among your Protected Benefit  
  account variable investment options" under "Allocating your contributions"
later in this section.                                                  

..   Further limit the number of variable investment options you may invest in  
at any one time.                                                        

..   Limit or terminate new contributions or transfers to an investment option. 

WE RESERVE THE RIGHT IN OUR SOLE DISCRETION TO DISCONTINUE THE ACCEPTANCE OF,   
AND/OR PLACE LIMITATIONS ON CONTRIBUTIONS AND TRANSFERS INTO THE CONTRACT       
AND/OR CERTAIN INVESTMENT OPTIONS. IF YOU HAVE ONE OR MORE GUARANTEED BENEFITS  
AND WE EXERCISE OUR RIGHT TO DISCONTINUE THE ACCEPTANCE OF, AND/OR PLACE        
ADDITIONAL LIMITATIONS ON, CONTRIBUTIONS TO THE CONTRACT AND/OR CONTRIBUTIONS   
AND/OR TRANSFERS INTO THE PROTECTED BENEFIT ACCOUNT VARIABLE INVESTMENT         
OPTIONS, YOU MAY NO LONGER BE ABLE TO FUND YOUR GUARANTEED BENEFIT(S). THIS     
MEANS THAT IF YOU HAVE NOT YET ALLOCATED AMOUNTS TO THE PROTECTED BENEFIT       
ACCOUNT VARIABLE INVESTMENT OPTIONS, YOU MAY NOT BE ABLE TO FUND YOUR           
GUARANTEED BENEFIT(S). THIS ALSO MEANS THAT IF YOU HAVE ALREADY FUNDED YOUR     
GUARANTEED BENEFITS BY ALLOCATING AMOUNTS TO THE PROTECTED BENEFIT ACCOUNT      
VARIABLE INVESTMENT OPTIONS, YOU MAY NO LONGER BE ABLE TO INCREASE YOUR         
PROTECTED BENEFIT ACCOUNT VALUE AND THE BENEFIT BASES ASSOCIATED WITH YOUR      
GUARANTEED BENEFITS THROUGH CONTRIBUTIONS AND TRANSFERS.                        

21  

CONTRACT FEATURES AND BENEFITS  

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OWNER AND ANNUITANT REQUIREMENTS                                                

Under NQ contracts, the annuitant can be different from the owner. Only natural 
persons can be joint owners. This means that an entity such as a corporation    
cannot be a joint owner. We also reserve the right to prohibit availability of  
this contract to other non-natural owners.                                      

For NQ contracts (with a single owner, joint owners, or a non-natural owner) we 
permit the naming of joint annuitants only when the contract is purchased       
through an exchange that is intended not to be taxable under Section 1035 of    
the Internal Revenue Code and only where the joint annuitants are spouses.      

Owners which are not individuals are required to document their status to avoid 
30% FATCA withholding from U.S.-source income.                                  

Under all IRA contracts, the owner and annuitant must be the same person. In    
some cases, an IRA contract may be held in a custodial individual retirement    
account for the benefit of the individual annuitant.                            

For the Spousal continuation feature to apply, the spouses must either be joint 
owners, or, for Single owner contracts, the surviving spouse must be the sole   
primary beneficiary. The determination of spousal status is made under          
applicable state law. However, in the event of a conflict between federal and   
state law, we follow federal rules. Certain same-sex civil union and domestic   
partners may not be eligible for tax benefits under federal law and in some     
circumstances will be required to take post-death distributions that dilute or  
eliminate the value of the contractual benefit.                                 

In general, we will not permit a contract to be owned by a minor unless it is   
pursuant to the Uniform Gift to Minors Act or the Uniform Transfers to Minors   
Act in your state.                                                              

Under QP contracts, the owner must be the qualified plan trust and the          
annuitant must be a plan participant/employee. The term "QP contracts" used in  
this Prospectus refers to QPDB and/or QPDC contracts. See Appendix II at the    
end of this Prospectus for more information regarding QP contracts.             

Certain benefits under your contract, as described in this Prospectus, are      
based on the age of the owner. If the owner of the contract is not a natural    
person, these benefits will be based on the age of the annuitant. Under QP      
contracts, all benefits are based on the age of the annuitant. In this          
Prospectus, when we use the terms OWNER and JOINT OWNER, we intend these to be  
references to ANNUITANT and JOINT ANNUITANT, respectively, if the contract has  
a non-natural owner. Unless otherwise stated, if the contract is jointly owned  
or is issued to a non-natural owner, benefits are based on the age of the older 
joint owner or older joint annuitant, as applicable.                            

PURCHASE CONSIDERATIONS FOR A CHARITABLE REMAINDER TRUST                        

If you are purchasing the contract to fund a charitable remainder trust and     
allocate any account value to the Protected Benefit account, you should         
strongly consider "split-funding": that is, the trust holds investments in      
addition to this Retirement Cornerstone(R) Series E contract. Charitable        
remainder trusts are required to make specific distributions. The charitable    
remainder trust annual distribution requirement may be equal to a percentage of 
the donated amount or a percentage of the current value of the donated amount.  
The required distribution may have an adverse impact on the value of your       
Guaranteed benefits.                                                            

HOW YOU CAN MAKE YOUR CONTRIBUTIONS                                             

The only source of contributions that are permitted to fund a Retirement        
Cornerstone(R) Series E contract are from full exchanges, rollovers or          
transfers from a Prior Contract. See "Exchange Program" earlier in this         
Prospectus in "Retirement Cornerstone(R) Series E at a glance -- key features". 
You will remain invested in your Prior Contract while AXA Advisors LLC ("AXA    
Advisors") ensures your application is complete and that suitability standards  
are met. Upon successful completion of this review, AXA Advisors will transmit  
your application to us, so that we can consider your application for processing.

--------------------------------------------------------------------------------
THE "CONTRACT DATE" IS THE EFFECTIVE DATE OF A CONTRACT. 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." FOR EXAMPLE, IF YOUR  
CONTRACT DATE IS MAY 1, YOUR CONTRACT DATE ANNIVERSARY IS APRIL 30.             
--------------------------------------------------------------------------------

If your application is in good order when we receive it for application         
processing purposes, your Prior Contract will be exchanged for a Retirement     
Cornerstone(R) Series E contract at the price calculated at the close of that   
business day (or at the price calculated at the close of the next business day  
if we receive your application on a non-business day). If any information we    
require to issue your contract is missing or unclear, you will remain invested  
in your Prior Contract while we try to obtain this 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  
cancel your exchange request unless you or your financial professional acting   
on your behalf, specifically direct us to keep your exchange request until we   
receive the required information. If we have not received the information we    
require within 30 days, we will cancel your exchange request. Your Prior        
Contract will be exchanged for a Retirement Cornerstone(R) Series E contract as 
of the price calculated at the close of the business day we receive the missing 
information. Although we require an application from you, we will import data   
that we have in our records regarding the Prior Contract in issuing this        
contract. If there is a conflict between the data that we have in our records   
regarding the Prior Contract and the information on your application, we will   
not consider the application in good order as discussed above. For more         
information on a "Prior Contract", see "Exchange Program" in "Retirement        
Cornerstone(R) Series E at a glance--key features" earlier in this Prospectus.  

--------------------------------------------------------------------------------
OUR "BUSINESS DAY" IS GENERALLY ANY DAY THE NEW YORK STOCK EXCHANGE IS OPEN FOR 
REGULAR TRADING AND GENERALLY ENDS AT 4:00 P.M. EASTERN TIME (OR AS OF AN       
EARLIER CLOSE OF REGULAR TRADING). A BUSINESS DAY DOES NOT INCLUDE A DAY ON     
WHICH WE ARE NOT OPEN DUE TO EMERGENCY CONDITIONS DETERMINED BY THE SECURITIES  
AND EXCHANGE COMMISSION. WE MAY ALSO CLOSE EARLY DUE TO SUCH EMERGENCY          
CONDITIONS. FOR MORE INFORMATION ABOUT OUR BUSINESS DAY AND OUR PRICING OF      
TRANSACTIONS, PLEASE SEE "DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR" IN   
"MORE INFORMATION" LATER IN THIS PROSPECTUS.                                    
--------------------------------------------------------------------------------

WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT?                            

Your investment options are the following:                                      

..   Protected Benefit account variable investment options (used to fund        
Guaranteed benefits)                                                    

22  

CONTRACT FEATURES AND BENEFITS  

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..   Investment account variable investment options                             

..   Guaranteed interest option                                                 

..   the account for special dollar cost averaging                              

As noted throughout this Prospectus, you may elect the GMIB at the time you     
apply for your contract. The Return of Principal death benefit and the "Greater 
of" death benefit can only be elected in combination with the GMIB. The Highest 
Anniversary Value death benefit can be elected with or without selecting the    
GMIB. If you elect the GMIB and do not elect a guaranteed minimum death         
benefit, you will automatically receive the Return of Principal death benefit.  
The RMD Wealth Guard death benefit cannot be elected in combination with the    
GMIB. Your Guaranteed benefits do not need to be funded at issue. Also, any     
applicable charges will not be assessed until you fund your Protected Benefit   
account. The Protected Benefit account variable investment options are used to  
fund these benefits.                                                            

Only amounts you allocate to the Protected Benefit account variable investment  
options and amounts in the Special DCA program designated for future transfers  
to the Protected Benefit account variable investment options will fund your     
Guaranteed benefits. These amounts will be included in the respective benefit   
bases of your Guaranteed benefits and will become part of your Protected        
Benefit account value. All amounts allocated to the Protected Benefit account   
variable investment options and amounts in the Special DCA program designated   
for Protected Benefit account variable investment options are subject to the    
terms and conditions of the Guaranteed benefits under your contract.            

If you allocate to investment options available to fund your Guaranteed         
benefits, you may later decide to change your allocation instructions in order  
to increase, decrease or stop the funding of your Guaranteed benefits. Also, if 
you have a Guaranteed benefit, there is no requirement that you must fund it    
either at issue or on any future date.                                          

IF YOU HAVE A GUARANTEED BENEFIT AND ALLOCATE ANY AMOUNT TO THE PROTECTED       
BENEFIT ACCOUNT VARIABLE INVESTMENT OPTIONS OR THE SPECIAL DCA PROGRAM WITH     
AMOUNTS DESIGNATED FOR FUTURE TRANSFERS TO THE PROTECTED BENEFIT ACCOUNT        
VARIABLE INVESTMENT OPTIONS, YOU ARE FUNDING THE GUARANTEED BENEFITS UNDER YOUR 
CONTRACT. NO OTHER ACTION IS REQUIRED OF YOU. IF YOU DO NOT WISH TO FUND A      
GUARANTEED BENEFIT, YOU SHOULD NOT ALLOCATE CONTRIBUTIONS OR MAKE TRANSFERS TO  
YOUR PROTECTED BENEFIT ACCOUNT. SEE "ALLOCATING YOUR CONTRIBUTIONS" LATER IN    
THIS PROSPECTUS.                                                                

Once you allocate amounts to the Protected Benefit account variable investment  
options, such amounts may be transferred among the Protected Benefit account    
variable investment options, but may not be transferred to the Investment       
account variable investment options or the guaranteed interest option. In       
addition, we may at any time exercise our right to limit or terminate transfers 
into any of the variable investment options. For more information, see          
"Transferring your money among investment options" later in this Prospectus.    

The table below shows the current Protected Benefit account variable investment 
options and Investment account variable investment options available to you. It 
is important to note that the Protected Benefit account variable investment     
options (with the exception of the AXA Ultra Conservative Strategy) are also    
available as Investment account variable investment options. The Protected      
Benefit account variable investment options invest in the same Portfolios as    
the corresponding Investment account variable investment options.               

PROTECTED BENEFIT ACCOUNT VARIABLE INVESTMENT OPTIONS                           
--------------------------------------------------------------------------------
.. AXA Aggressive Strategy                                                      
.. AXA Balanced Strategy                                                        
.. AXA Conservative Growth Strategy                                             
.. AXA Conservative Strategy                                                    
.. AXA Growth Strategy                                                          
.. AXA Moderate Growth Strategy                                                 
.. AXA Ultra Conservative Strategy/(1)/                                         

.. AXA/AB Dynamic Growth                                                        
.. AXA/AB Dynamic Moderate Growth                                               
.. AXA/Goldman Sachs Strategic Allocation                                       
.. AXA/Invesco Strategic Allocation                                             

--------------------------------------------------------------------------------
(1)The AXA Ultra Conservative Strategy investment option is part of the asset   
  transfer program. You may not directly allocate a contribution to or request
a transfer of account value into this investment option.                  

INVESTMENT ACCOUNT VARIABLE INVESTMENT OPTIONS                                  
--------------------------------------------------------------------------------

.. 7Twelve/TM/ Balanced Portfolio                                               
.. All Asset Growth - Alt 20                                                    
.. All Asset Aggressive - Alt 25                                                
.. All Asset Moderate Growth - Alt 15                                           
.. AB VPS International Growth                                                  
.. American Century VP Mid Cap Value                                            
.. American Funds Insurance Series(R) Bond Fund/SM/                             
.. American Funds Insurance Series(R) Global Small Capitalization Fund/SM/      
.. American Funds Insurance Series(R) New World Fund(R)                         
.. AXA/AB Dynamic Growth                                                        
.. AXA/AB Dynamic Moderate Growth                                               
.. AXA/AB Small Cap Growth                                                      
.. AXA/DoubleLine Opportunistic Core Plus Bond                                  
.. AXA/Goldman Sachs Strategic Allocation                                       
.. AXA/Invesco Strategic Allocation                                             
.. AXA Aggressive Strategy                                                      
.. AXA Balanced Strategy                                                        
.. AXA Conservative Growth Strategy                                             
.. AXA Conservative Strategy                                                    
.. AXA Growth Strategy                                                          
.. AXA International Core Managed Volatility                                    
.. AXA Large Cap Value Managed Volatility                                       
.. AXA/Loomis Sayles Growth                                                     
.. AXA Mid Cap Value Managed Volatility                                         
.. AXA Moderate Allocation                                                      
.. AXA Moderate Growth Strategy                                                 
.. AXA Natural Resources                                                        
.. BlackRock Global Allocation V.I. Fund                                        
.. BlackRock Large(R) Cap Growth V.I. Fund                                      
.. Charter/SM/ Alternative100 Moderate                                          
.. Charter/SM/ International Moderate                                           
.. Charter/SM/ Moderate                                                         
.. Charter/SM/ Moderate Growth                                                  
.. Charter/SM/ Real Assets                                                      
.. Charter/SM/ Small Cap Value                                                  
.. ClearBridge Variable Aggressive Growth                                       
.. ClearBridge Variable Appreciation                                            
.. ClearBridge Variable Dividend Strategy                                       
.. ClearBridge Variable Mid Cap Core                                            
.. EQ/BlackRock Basic Value Equity                                              
.. EQ/Boston Advisors Equity Income                                             
.. EQ/Common Stock Index                                                        
.. EQ/Core Bond Index                                                           
.. EQ/Equity 500 Index                                                          
.. EQ/Emerging Markets Equity PLUS                                              
.. EQ/GAMCO Mergers and Acquisitions                                            
.. EQ/GAMCO Small Company Value                                                 
.. EQ/High Yield Bond                                                           
.. EQ/Intermediate Government Bond                                              
.. EQ/International Equity Index                                                
.. EQ/Invesco Comstock                                                          
.. EQ/Large Cap Growth Index                                                    
.. EQ/Large Cap Value Index                                                     
.. EQ/MFS International Growth                                                  
.. EQ/Mid Cap Index                                                             
.. EQ/Money Market                                                              
.. EQ/Morgan Stanley Mid Cap Growth                                             
.. EQ/Oppenheimer Global                                                        

.. EQ/PIMCO Global Real Return                                                  
.. EQ/PIMCO Ultra Short Bond                                                    
.. EQ/Real Estate PLUS                                                          
.. EQ/Small Company Index                                                       
.. EQ/T. Rowe Price Growth Stock                                                
.. Eaton Vance VT Floating-Rate Income                                          
.. Fidelity(R) VIP Contrafund(R)                                                
.. Fidelity(R) VIP Mid Cap                                                      
.. Fidelity(R) VIP Strategic Income                                             
.. First Trust/Dow Jones Dividend & Income Allocation                           
.. First Trust Multi Income Allocation                                          
.. Franklin Founding Funds Allocation VIP                                       
.. Franklin Income VIP                                                          
.. Franklin Rising Dividends VIP                                                
.. Franklin Strategic Income VIP                                                
.. Goldman Sachs VIT Mid Cap Value                                              
.. Hartford Capital Appreciation HLS                                            
.. Hartford Growth Opportunities HLS                                            
.. Invesco V.I. Diversified Dividend                                            
.. Invesco V.I. Equity and Income Fund                                          
.. Invesco V.I. Global Real Estate                                              
.. Invesco V.I. High Yield                                                      
.. Invesco V.I. International Growth                                            
.. Invesco V.I. Mid Cap Core Equity                                             
.. Invesco V.I. Small Cap Equity                                                
.. Ivy Funds VIP Asset Strategy                                                 
.. Ivy Funds VIP Dividend Opportunities                                         
.. Ivy Funds VIP Energy                                                         
.. Ivy Funds VIP Global Natural Resources                                       
.. Ivy Funds VIP High Income                                                    
.. Ivy Funds VIP Mid Cap Growth                                                 
.. Ivy Funds VIP Science and Technology                                         
.. Ivy Funds VIP Small Cap Growth                                               
.. Lazard Retirement Emerging Markets Equity                                    
.. Legg Mason BW Absolute Return Opportunities VIT                              
.. Lord Abbett Bond Debenture                                                   
.. MFS(R) International Value                                                   
.. MFS(R) Investors Trust Series                                                
.. MFS(R) Massachusetts Investors Growth Stock                                  
.. MFS(R) Utilities Series                                                      
.. Multimanager Aggressive Equity                                               
.. Multimanager Mid Cap Growth                                                  
.. Multimanager Mid Cap Value                                                   
.. Multimanager Technology                                                      
.. Neuberger Berman Absolute Return Multi-Manager                               
.. Neuberger Berman International Equity                                        
.. PIMCO CommodityRealReturn(R) Strategy                                        
.. PIMCO Real Return                                                            
.. PIMCO Total Return                                                           
.. ProFund VP Biotechnology                                                     
.. Putnam VT Diversified Income                                                 
.. QS Legg Mason Dynamic Multi-Strategy VIT                                     
.. T.Rowe Price Health Sciences Portfolio II                                    
.. Templeton Developing Markets VIP                                             
.. Templeton Global Bond VIP                                                    
.. Van Eck VIP Global Hard Assets                                               

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

If you decide to participate in the Special DCA program, any amounts allocated  
to the program that are designated for future transfers to the Protected        
Benefit account variable investment options will be included in the Protected   
Benefit account value. Any amounts allocated to the Special DCA program that    
are designated for future transfers to                                          

23  

CONTRACT FEATURES AND BENEFITS  

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the Investment account variable investment options and the guaranteed interest  
option will be included in your Investment account value. As discussed later in 
this section, the Special DCA program allows you to gradually allocate amounts  
to available investment options through periodic transfers. You can allocate to 
either or both Investment account and Protected Benefit account variable        
investment options as part of your Special DCA program. See "Allocating your    
contributions" later in this section.                                           

VARIABLE INVESTMENT OPTIONS                                                     

Your investment results in any one of the variable investment options will      
depend on the investment performance of the underlying Portfolios. You can lose 
your principal when investing in the variable investment options. In periods of 
poor market performance, the net return, after charges and expenses, may result 
in negative yields, including for the EQ/Money Market variable investment       
option. Listed below are the currently available Portfolios, their investment   
objectives their investment manager(s) and/or sub-adviser(s). We may, at any    
time, exercise our rights to limit or terminate your contributions, allocations 
and transfers to any of the variable investment options (including the          
Protected Benefit account variable investment options) and to limit the number  
of variable investment options which you may select.                            

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PORTFOLIOS OF THE TRUSTS                                                        

We offer both affiliated and unaffiliated Trusts, which in turn offer one or    
more Portfolios. AXA Equitable Funds Management Group, LLC, ("AXA FMG") a       
wholly owned subsidiary of AXA Equitable, serves as the investment manager of   
the Portfolios of AXA Premier VIP Trust and EQ Advisors Trust. For some         
affiliated Portfolios, AXA FMG has entered into sub-advisory agreements with    
one or more investment advisers (the "sub-advisers") to carry out the           
day-to-day investment decisions for the Portfolios. As such, among other        
responsibilities, AXA FMG oversees the activities of the sub-advisers with      
respect to the Trusts and is responsible for retaining or discontinuing the     
services of those sub-advisers. The chart below indicates the sub-adviser(s)    
for each Portfolio, if any. The chart below also shows the currently available  
Portfolios and their investment objectives.                                     

You should be aware that AXA Advisors may directly or indirectly receive 12b-1  
fees from affiliated Portfolios for providing certain distribution and/or       
shareholder support services. These fees will not exceed 0.25% of the           
Portfolios' average daily net assets. The affiliated Portfolios' sub-advisers   
and/or their affiliates may also contribute to the cost of expenses for sales   
meetings or seminar sponsorships that may relate to the contracts and/or the    
sub-advisers' respective Portfolios. In addition, AXA FMG receives management   
fees and administrative fees in connection with the services it provides to the 
affiliated Portfolios. As such, it is generally more profitable for us to offer 
affiliated Portfolios than to offer unaffiliated Portfolios.                    

AXA Equitable or AXA Advisors may directly or indirectly receive 12b-1 fees and 
additional payments from certain unaffiliated Portfolios, their advisers,       
sub-advisers, distributors or affiliates, for providing certain administrative, 
marketing, distribution and/or shareholder support services. These fees and     
payments range from 0% to 0.60% of the unaffiliated Portfolios' average daily   
net assets. AXA Advisors may also receive payments from the advisers or         
sub-advisers of the unaffiliated Portfolios or their affiliates for certain     
distribution services, including expenses for sales meetings or seminar         
sponsorships that may relate to the contracts and/or the advisers' respective   
Portfolios.                                                                     

As a contract owner, you may bear the costs of some or all of these fees and    
payments through your indirect investment in the Portfolios. (See the           
Portfolios' prospectuses for more information.) These fees and payments, as     
well as the Portfolios' investment management fees and administrative expenses, 
will reduce the underlying Portfolios' investment returns. AXA Equitable may    
profit from these fees and payments. AXA Equitable considers the availability   
of these fees and payment arrangements during the selection process for the     
underlying Portfolios. These fees and payment arrangements may create an        
incentive for us to select Portfolios (and classes of shares of Portfolios)     
that pay us higher amounts.                                                     

Some affiliated Portfolios invest in other affiliated Portfolios ("the AXA Fund 
of Fund Portfolios"). The AXA Fund of Fund Portfolios offer contract owners a   
convenient opportunity to invest in other Portfolios that are managed and have  
been selected for inclusion in the AXA Fund of Fund Portfolios by AXA FMG. AXA  
Advisors, an affiliated broker-dealer of AXA Equitable, may promote the         
benefits of such Portfolios to contract owners and/or suggest that contract     
owners consider whether allocating some or all of their account value to such   
Portfolios is consistent with their desired investment objectives. In doing so, 
AXA Equitable, and/or its affiliates, may be subject to conflicts of interest   
insofar as AXA Equitable may derive greater revenues from the AXA Fund of Fund  
Portfolios than certain other Portfolios available to you under your contract.  
Please see "Allocating your contributions" later in this section for more       
information about your role in managing your allocations.                       

As described in more detail in the Portfolio prospectuses, the AXA Managed      
Volatility Portfolios may utilize a proprietary volatility management strategy  
developed by AXA FMG (the "AXA volatility management strategy"), and, in        
addition, certain AXA Fund of Fund Portfolios may invest in affiliated          
Portfolios that utilize this strategy. The AXA volatility management strategy   
uses futures and options, such as exchange-traded futures and options contracts 
on securities indices, to reduce the Portfolio's equity exposure during periods 
when certain market indicators indicate that market volatility is above         
specific thresholds set for the Portfolio. When market volatility is increasing 
above the specific thresholds set for a Portfolio utilizing the AXA volatility  
management strategy, the manager of the Portfolio may reduce equity exposure.   
Although this strategy is intended to reduce the overall risk of investing in   
the Portfolio, it may not effectively protect the Portfolio from market         
declines and may increase its losses. Further, during such times, the           
Portfolio's exposure to equity securities may be less than that of a            
traditional equity portfolio. This may limit the Portfolio's participation in   
market gains and result in periods of underperformance, including those periods 
when the specified benchmark index is appreciating, but market volatility is    
high. It may also impact the value of certain guaranteed benefits, as discussed 
below.                                                                          

The AXA Managed Volatility Portfolios that include the AXA volatility           
management strategy as part of their investment objective and/or principal      
investment strategy, and the AXA Fund of Fund Portfolios that invest in         
Portfolios that use the AXA volatility management strategy, are identified      
below in the chart by a "(check mark)" under the column entitled "Volatility    
Management."                                                                    

You should be aware that having the GMIB and/or certain other guaranteed        
benefits limits your ability to invest in some of the variable investment       
options that would otherwise be available to you under the contract. In         
addition, if you have the GMIB, you are required to participate in the asset    
transfer program which moves account value between the AXA Ultra Conservative   
Strategy investment option and the variable investment options. See "Asset      
transfer program ("ATP")" in "Contract features and benefits" later in this     
prospectus. See "Allocating your contributions" under "Contract features and    
benefits" for more information about the investment restrictions under your     
contract.                                                                       

Portfolios that utilize the AXA volatility management strategy (or, in the case 
of certain AXA Fund of Fund Portfolios, invest in other Portfolios that use the 
AXA volatility management strategy); investment option restrictions in          
connection with any guaranteed benefit that include these Portfolios; and the   
ATP are designed to reduce the overall volatility of your Total account value   
and provide you with risk-adjusted returns over time. The reduction in          
volatility helps us manage the risks associated with providing guaranteed       
benefits during times of high volatility in the equity market. During rising    
markets, the AXA volatility management strategy, however, could result in your  
Total account value rising less than would have been the case had you been      
invested in a Portfolio that does not utilize the AXA volatility management     
strategy (or, in the case of the AXA Fund of                                    

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Fund Portfolios, invest exclusively in other Portfolios that do not use the AXA 
volatility management strategy). This may effectively suppress the value of     
guaranteed benefit(s) that are eligible for periodic benefit base resets        
because your benefit base is available for resets only when your Protected      
Benefit account value is higher. Conversely, investing in investment options    
that feature a managed-volatility strategy may be helpful in a declining market 
when high market volatility triggers a reduction in the investment option's     
equity exposure because during these periods of high volatility, the risk of    
losses from investing in equity securities may increase. In these instances,    
your Total account value may decline less than would have been the case had you 
not been invested in investment options that feature a volatility management    
strategy.                                                                       

Please see the underlying Portfolio prospectuses for more information in        
general, as well as more information about the AXA volatility management        
strategy. Please further note that certain other affiliated Portfolios, as well 
as unaffiliated Portfolios, may utilize volatility management techniques that   
differ from the AXA volatility management strategy. Affiliated Portfolios that  
utilize these volatility management techniques are identified below in the      
chart by a "(delta)" under the column entitled "Volatility Management." Any     
such unaffiliated Portfolio is not identified under "Volatility Management"     
below in the chart. Such techniques could also impact your Total account value  
and guaranteed benefit(s), if any, in the same manner described above. Please   
see the Portfolio prospectuses for more information about the Portfolios'       
objective and strategies.                                                       

Whether or not you elected a guaranteed benefit that requires you to            
participate in the ATP, you should be aware that operation of the predetermined 
mathematical formulas underpinning the ATP has the potential to adversely       
impact the Portfolios, including their performance, risk profile and expenses.  
Particularly during times of high market volatility, if the ATP triggers        
substantial asset flows into and out of a Portfolio, it could have the          
following effects on all contract owners invested in that Portfolio:            

(a)By requiring a Portfolio sub-adviser to buy and sell large amounts of        
securities at inopportune times, a Portfolio's investment performance and 
  the ability of the sub-adviser to fully implement the Portfolio's investment
strategy could be negatively affected; and                                

(b)By generating higher turnover in its securities or other assets than it      
 would have experienced without being impacted by the ATP, a Portfolio could
 incur higher operating expense ratios and transaction costs than comparable
funds. In addition, even Portfolios structured as funds-of-funds that are 
not available for investment by contract owners who are subject to the ATP
could also be impacted by the ATP if those Portfolios invest in underlying
funds that are themselves subject to significant asset turnover caused by 
  the ATP. Because the ATP formulas generate unique results for each contract,
not all contract owners who are subject to the ATP will be affected by    
  operation of the ATP in the same way. On any particular day on which the ATP
  is activated, some contract owners may have a portion of their account value
transferred to the AXA Ultra Conservative Strategy investment option and  
  others may not. If the ATP causes significant transfers of account value out
 of one or more Portfolios, any resulting negative effect on the performance
of those Portfolios will be experienced to a greater extent by a contract 
owner (with or without the ATP) invested in those Portfolios whose account
value was not subject to the transfers.                                   

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                                                                              INVESTMENT                        
                                                                              MANAGER (OR                       
 AXA PREMIER VIP                                                              SUB-ADVISER(S),      VOLATILITY   
 TRUST PORTFOLIO NAME     SHARE CLASS  OBJECTIVE                              AS APPLICABLE)       MANAGEMENT   
----------------------------------------------------------------------------------------------------------------
                                                                                                                
AXA MODERATE ALLOCATION    Class A     Seeks to achieve long-term capital     .   AXA Equitable    (check mark) 
                                       appreciation and current income.           Funds                         
                                                                                  Management                    
                                                                                  Group, LLC                    
----------------------------------------------------------------------------------------------------------------
CHARTER/SM/ ALTERNATIVE    Class B     Seeks long-term capital appreciation.  .   AXA Equitable                 
  100 MODERATE                                                                    Funds                         
                                                                                  Management                    
                                                                                  Group, LLC                    
----------------------------------------------------------------------------------------------------------------
CHARTER/SM/                            Seeks long-term capital appreciation   .   AXA Equitable                 
  INTERNATIONAL MODERATE               and current income, with a greater         Funds                         
                                       emphasis on current income.                Management                    
                                                                                  Group, LLC                    
----------------------------------------------------------------------------------------------------------------
CHARTER/SM/ MODERATE       Class B     Seeks long-term capital appreciation   .   AXA Equitable                 
                                       and current income, with a greater         Funds                         
                                       emphasis on current income.                Management                    
                                                                                  Group, LLC                    
----------------------------------------------------------------------------------------------------------------
CHARTER/SM/ MODERATE       Class B     Seeks long-term capital appreciation   .   AXA Equitable                 
  GROWTH                               and current income, with a greater         Funds                         
                                       emphasis on current income.                Management                    
                                                                                  Group, LLC                    
----------------------------------------------------------------------------------------------------------------
CHARTER/SM/ REAL ASSETS    Class B     Seeks to achieve maximum real          .   AXA Equitable                 
                                       return.                                    Funds                         
                                                                                  Management                    
                                                                                  Group, LLC                    
----------------------------------------------------------------------------------------------------------------
CHARTER/SM/ SMALL CAP      Class B     Seeks to achieve long-term growth of   .   AXA Equitable                 
  VALUE                                capital.                                   Funds                         
                                                                                  Management                    
                                                                                  Group, LLC                    
----------------------------------------------------------------------------------------------------------------

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                                                                             INVESTMENT MANAGER              

 EQ ADVISORS                                                                 (OR SUB-ADVISER(S),             
 TRUST PORTFOLIO                                                                                  VOLATILITY 
 NAME/(*)/                SHARE CLASS  OBJECTIVE                             AS APPLICABLE)       MANAGEMENT 
-------------------------------------------------------------------------------------------------------------
                                                                                                             
ALL ASSET AGGRESSIVE -     Class IB    Seeks long-term capital appreciation  .   AXA Equitable               
  ALT 25                               and current income, with a greater        Funds                       
                                       emphasis on capital appreciation.         Management                  
                                                                                 Group, LLC                  
-------------------------------------------------------------------------------------------------------------
ALL ASSET GROWTH - ALT 20  Class IA    Seeks long-term capital appreciation  .   AXA Equitable               
                                       and current income.                       Funds                       
                                                                                 Management                  
                                                                                 Group, LLC                  
-------------------------------------------------------------------------------------------------------------

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                                                                              INVESTMENT MANAGER                 

 EQ ADVISORS                                                                  (OR SUB-ADVISER(S),                
 TRUST PORTFOLIO                                                                                    VOLATILITY   
 NAME/(*)/                SHARE CLASS  OBJECTIVE                              AS APPLICABLE)        MANAGEMENT   
-----------------------------------------------------------------------------------------------------------------
                                                                                                                 
ALL ASSET                  Class IB    Seeks long-term capital appreciation   .   AXA Equitable                  
  MODERATE GROWTH - ALT                and current income, with a greater         Funds                          
  15                                   emphasis on current income.                Management                     
                                                                                  Group, LLC                     
-----------------------------------------------------------------------------------------------------------------
AXA AGGRESSIVE             Class IB    Seeks long-term capital appreciation   .   AXA Equitable     (check mark) 
  STRATEGY/(1)/                        and current income, with a greater         Funds                          
                                       emphasis on capital appreciation.          Management                     
                                                                                  Group, LLC                     
-----------------------------------------------------------------------------------------------------------------
AXA BALANCED               Class IB    Seeks long-term capital appreciation   .   AXA Equitable     (check mark) 
  STRATEGY/(1)/                        and current income.                        Funds                          
                                                                                  Management                     
                                                                                  Group, LLC                     
-----------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE GROWTH    Class IB    Seeks current income and growth of     .   AXA Equitable     (check mark) 
  STRATEGY/(1)/                        capital, with a greater emphasis on        Funds                          
                                       current income.                            Management                     
                                                                                  Group, LLC                     
-----------------------------------------------------------------------------------------------------------------
AXA CONSERVATIVE           Class IB    Seeks a high level of current income.  .   AXA Equitable     (check mark) 
  STRATEGY/(1)/                                                                   Funds                          
                                                                                  Management                     
                                                                                  Group, LLC                     
-----------------------------------------------------------------------------------------------------------------
AXA GROWTH STRATEGY/(1)/   Class IB    Seeks long-term capital appreciation   .   AXA Equitable     (check mark) 
                                       and current income, with a greater         Funds                          
                                       emphasis on capital appreciation.          Management                     
                                                                                  Group, LLC                     
-----------------------------------------------------------------------------------------------------------------
AXA MODERATE GROWTH        Class IB    Seeks long-term capital appreciation   .   AXA Equitable     (check mark) 
  STRATEGY/(1)/                        and current income, with a greater         Funds                          
                                       emphasis on current income.                Management                     
                                                                                  Group, LLC                     
-----------------------------------------------------------------------------------------------------------------
AXA ULTRA CONSERVATIVE     Class IB    Seeks current income.                  .   AXA Equitable     (check mark) 
  STRATEGY/(2)/                                                                   Funds                          
                                                                                  Management                     
                                                                                  Group, LLC                     
-----------------------------------------------------------------------------------------------------------------
AXA/AB DYNAMIC             Class IB    Seeks to achieve total return from     .                       (delta)    
  GROWTH/(1)/                          long-term growth of capital and            AllianceBernstein              
                                       income, with a greater emphasis on         L.P.                           
                                       growth of capital.                                                        
-----------------------------------------------------------------------------------------------------------------
AXA/AB DYNAMIC MODERATE    Class IB    Seeks to achieve total return from     .                       (delta)    
  GROWTH/(1)/                          long-term growth of capital and            AllianceBernstein              
                                       income.                                    L.P.                           
-----------------------------------------------------------------------------------------------------------------
AXA/AB SMALL CAP GROWTH    Class IA    Seeks to achieve long-term growth of   .                                  
                                       capital.                                   AllianceBernstein              
                                                                                  L.P.                           
-----------------------------------------------------------------------------------------------------------------
AXA/DOUBLELINE             Class IB    Seeks to maximize current income       .   DoubleLine                     
  OPPORTUNISTIC CORE                   and total return.                          Capital LP                     
  PLUS BOND                                                                                                      
-----------------------------------------------------------------------------------------------------------------
AXA/GOLDMAN SACHS          Class IB    Seeks to achieve long term capital     .   Goldman Sachs       (delta)    
  STRATEGIC                            appreciation under normal market           Asset                          
  ALLOCATION/(1)/                      conditions, while focusing on the          Management, L.P.               
                                       preservation of capital in distressed                                     
                                       market environments.                                                      
-----------------------------------------------------------------------------------------------------------------
AXA INTERNATIONAL CORE     Class IA    Seeks to achieve long-term growth of   .   AXA Equitable     (check mark) 
  MANAGED VOLATILITY                   capital with an emphasis on risk-          Funds                          
                                       adjusted returns and managing              Management                     
                                       volatility in the Portfolio.               Group, LLC                     
                                                                              .   BlackRock                      
                                                                                  Investment                     
                                                                                  Management, LLC                
                                                                              .   EARNEST                        
                                                                                  Partners, LLC                  
                                                                              .   Massachusetts                  
                                                                                  Financial                      
                                                                                  Services                       
                                                                                  Company d/b/a                  
                                                                                  MFS Investment                 
                                                                                  Management                     
                                                                              .   Hirayama                       
                                                                                  Investments, LLC               
                                                                              .   WHV Investment                 
                                                                                  Management                     
-----------------------------------------------------------------------------------------------------------------
AXA/INVESCO STRATEGIC      Class IB    Seeks long-term capital appreciation   .   Invesco             (delta)    
  ALLOCATION/(1)/                      while managing portfolio volatility.       Advisers, Inc.                 
-----------------------------------------------------------------------------------------------------------------

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                                                                                 INVESTMENT MANAGER                 

 EQ ADVISORS                                                                     (OR SUB-ADVISER(S),                
 TRUST PORTFOLIO                                                                                       VOLATILITY   
 NAME/(*)/                SHARE CLASS  OBJECTIVE                                 AS APPLICABLE)        MANAGEMENT   
--------------------------------------------------------------------------------------------------------------------
                                                                                                                    
AXA LARGE CAP VALUE        Class IA    Seeks to achieve long-term growth of      .                     (check mark) 
  MANAGED VOLATILITY                   capital with an emphasis on risk-             AllianceBernstein              
                                       adjusted returns and managing                 L.P.                           
                                       volatility in the Portfolio.              .   AXA Equitable                  
                                                                                     Funds                          
                                                                                     Management                     
                                                                                     Group, LLC                     
                                                                                 .   BlackRock                      
                                                                                     Investment                     
                                                                                     Management, LLC                
                                                                                 .   Massachusetts                  
                                                                                     Financial                      
                                                                                     Services                       
                                                                                     Company d/b/a                  
                                                                                     MFS Investment                 
                                                                                     Management                     
--------------------------------------------------------------------------------------------------------------------
AXA/LOOMIS SAYLES GROWTH   Class IA    Seeks to achieve capital appreciation.    .   Loomis, Sayles                 
                                                                                     & Company, L.P.                
--------------------------------------------------------------------------------------------------------------------
AXA MID CAP VALUE          Class IA    Seeks to achieve long-term capital        .   AXA Equitable     (check mark) 
  MANAGED VOLATILITY                   appreciation with an emphasis on risk         Funds                          
                                       adjusted returns and managing                 Management                     
                                       volatility in the Portfolio.                  Group, LLC                     
                                                                                 .   BlackRock                      
                                                                                     Investment                     
                                                                                     Management, LLC                
                                                                                 .   Diamond Hill                   
                                                                                     Capital                        
                                                                                     Management, Inc.               
                                                                                 .   Wellington                     
                                                                                     Management                     
                                                                                     Company, LLP                   
--------------------------------------------------------------------------------------------------------------------
AXA NATURAL RESOURCES      Class IB    Seeks to achieve long-term growth of      .                                  
                                       capital.                                      AllianceBernstein              
                                                                                     L.P.                           
--------------------------------------------------------------------------------------------------------------------
EQ/BLACKROCK BASIC VALUE   Class IA    Seeks to achieve capital appreciation     .   BlackRock                      
  EQUITY                               and secondarily, income.                      Investment                     
                                                                                     Management, LLC                
--------------------------------------------------------------------------------------------------------------------
EQ/BOSTON ADVISORS         Class IA    Seeks a combination of growth and         .   Boston                         
  EQUITY INCOME                        income to achieve an above-average            Advisors, LLC                  
                                       and consistent total return.                                                 
--------------------------------------------------------------------------------------------------------------------
EQ/COMMON STOCK INDEX      Class IA    Seeks to achieve a total return before    .                                  
                                       expenses that approximates the total          AllianceBernstein              
                                       return performance of the Russell             L.P.                           
                                       3000(R) Index, including reinvestment                                        
                                       of dividends, at a risk level consistent                                     
                                       with that of the Russell 3000(R) Index.                                      
--------------------------------------------------------------------------------------------------------------------
EQ/CORE BOND INDEX         Class IB    Seeks to achieve a total return before    .   SSgA Funds                     
                                       expenses that approximates the total          Management, Inc.               
                                       return performance of the Barclays                                           
                                       Intermediate U.S. Government/Credit                                          
                                       Index, including reinvestment of                                             
                                       dividends, at a risk level consistent                                        
                                       with that of the Barclays Intermediate                                       
                                       U.S. Government/Credit Index.                                                
--------------------------------------------------------------------------------------------------------------------
EQ/EMERGING MARKETS        Class IB    Seeks to achieve long-term growth of      .                                  
  EQUITY PLUS                          capital.                                      AllianceBernstein              
                                                                                     L.P.                           
                                                                                 .   AXA Equitable                  
                                                                                     Funds                          
                                                                                     Management                     
                                                                                     Group, LLC                     
                                                                                 .   EARNEST                        
                                                                                     Partners, LLC                  
--------------------------------------------------------------------------------------------------------------------
EQ/EQUITY 500 INDEX        Class IA    Seeks to achieve a total return before    .                                  
                                       expenses that approximates the total          AllianceBernstein              
                                       return performance of the Standard &          L.P.                           
                                       Poor's 500 Composite Stock Price In-                                         
                                       dex, including reinvestment of divi-                                         
                                       dends, at a risk level consistent with                                       
                                       that of the Standard & Poor's 500                                            
                                       Composite Stock Price Index.                                                 
--------------------------------------------------------------------------------------------------------------------

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                                                                                  INVESTMENT MANAGER               

 EQ ADVISORS                                                                      (OR SUB-ADVISER(S),              
 TRUST PORTFOLIO                                                                                        VOLATILITY 
 NAME/(*)/                SHARE CLASS  OBJECTIVE                                  AS APPLICABLE)        MANAGEMENT 
-------------------------------------------------------------------------------------------------------------------
                                                                                                                   
EQ/GAMCO MERGERS AND       Class IA    Seeks to achieve capital appreciation.     .   GAMCO Asset                  
  ACQUISITIONS                                                                        Management, Inc.             
-------------------------------------------------------------------------------------------------------------------
EQ/GAMCO SMALL COMPANY     Class IA    Seeks to maximize capital                  .   GAMCO Asset                  
  VALUE                                appreciation.                                  Management, Inc.             
-------------------------------------------------------------------------------------------------------------------
EQ/HIGH YIELD BOND         Class IB    Seeks to maximize current income.          .   AXA Equitable                
                                                                                      Funds                        
                                                                                      Management                   
                                                                                      Group, LLC                   
                                                                                  .   AXA Investment               
                                                                                      Managers, Inc.               
                                                                                  .   Post Advisory                
                                                                                      Group, LLP                   
-------------------------------------------------------------------------------------------------------------------
EQ/INTERMEDIATE            Class IB    Seeks to achieve a total return before     .   AXA Equitable                
  GOVERNMENT BOND                      expenses that approximates the total           Funds                        
                                       return performance of the Barclays             Management                   
                                       Intermediate U.S. Government Bond              Group, LLC                   
                                       Index, including reinvestment of           .   SSgA Funds                   
                                       dividends, at a risk level consistent          Management, Inc.             
                                       with that of the Barclays Intermediate                                      
                                       U.S. Government Bond Index.                                                 
-------------------------------------------------------------------------------------------------------------------
EQ/INTERNATIONAL EQUITY    Class IA    Seeks to achieve a total return (before    .                                
  INDEX                                expenses) that approximates the total          AllianceBernstein            
                                       return performance of a composite              L.P.                         
                                       index comprised of 40% DJ EURO                                              
                                       STOXX 50 Index, 25% FTSE 100                                                
                                       Index, 25% TOPIX Index, and 10%                                             
                                       S&P/ASX 200 Index, including                                                
                                       reinvestment of dividends, at a risk                                        
                                       level consistent with that of the                                           
                                       composite index.                                                            
-------------------------------------------------------------------------------------------------------------------
EQ/INVESCO COMSTOCK        Class IA    Seeks to achieve capital growth and        .   Invesco                      
                                       income.                                        Advisers, Inc.               
-------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP GROWTH INDEX  Class IA    Seeks to achieve a total return before     .                                
                                       expenses that approximates the total           AllianceBernstein            
                                       return performance of the                      L.P.                         
                                       Russell 1000(R) Growth Index, including                                     
                                       reinvestment of dividends at a risk level                                   
                                       consistent with that of the Russell                                         
                                       1000(R) Growth Index.                                                       
-------------------------------------------------------------------------------------------------------------------
EQ/LARGE CAP VALUE INDEX   Class IA    Seeks to achieve a total return before     .   SSgA Funds                   
                                       expenses that approximates the total           Management, Inc.             
                                       return performance of the Russell                                           
                                       1000(R) Value Index, including                                              
                                       reinvestment of dividends, at a risk                                        
                                       level consistent with that of the Russell                                   
                                       1000(R) Value Index.                                                        
-------------------------------------------------------------------------------------------------------------------
EQ/MFS INTERNATIONAL       Class IA    Seeks to achieve capital appreciation.     .   Massachusetts                
  GROWTH                                                                              Financial                    
                                                                                      Services                     
                                                                                      Company d/b/a                
                                                                                      MFS Investment               
                                                                                      Management                   
-------------------------------------------------------------------------------------------------------------------
EQ/MID CAP INDEX           Class IA    Seeks to achieve a total return before     .   SSgA Funds                   
                                       expenses that approximates the total           Management, Inc.             
                                       return performance of the S&P Mid                                           
                                       Cap 400 Index, including reinvestment                                       
                                       of dividends, at a risk level consistent                                    
                                       with that of the S&P Mid Cap 400                                            
                                       Index.                                                                      
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                                                                                INVESTMENT MANAGER                       

 EQ ADVISORS                                                                    (OR SUB-ADVISER(S),                      
 TRUST PORTFOLIO                                                                                              VOLATILITY 
 NAME/(*)/                SHARE CLASS  OBJECTIVE                                AS APPLICABLE)                MANAGEMENT 
-------------------------------------------------------------------------------------------------------------------------
                                                                                                                         
EQ/MONEY MARKET            Class IA    Seeks to obtain a high level of current  .   The Dreyfus                          
                                       income, preserve its assets and              Corporation                          
                                       maintain liquidity.                                                               
-------------------------------------------------------------------------------------------------------------------------
EQ/MORGAN STANLEY MID      Class IA    Seeks to achieve capital growth.         .                                        
  CAP GROWTH                                                                        Morgan Stanley Investment            
                                                                                    Management Inc.                      
-------------------------------------------------------------------------------------------------------------------------
EQ/OPPENHEIMER GLOBAL      Class IA    Seeks to achieve capital appreciation.   .                                        
                                                                                    OppenheimerFunds,                    
                                                                                    Inc.                                 
-------------------------------------------------------------------------------------------------------------------------
EQ/PIMCO GLOBAL REAL       Class IB    Seeks to achieve maximum real            .   Pacific                              
  RETURN                               return, consistent with preservation of      Investment                           
                                       capital and prudent investment               Management                           
                                       management.                                  Company LLC                          
-------------------------------------------------------------------------------------------------------------------------
EQ/PIMCO ULTRA SHORT BOND  Class IA    Seeks to generate a return in excess     .   Pacific                              
                                       of traditional money market products         Investment                           
                                       while maintaining an emphasis on             Management                           
                                       preservation of capital and liquidity.       Company LLC                          
-------------------------------------------------------------------------------------------------------------------------
EQ/REAL ESTATE PLUS        Class IB    Seeks to provide long-term capital       .                                        
                                       appreciation and current income.             AllianceBernstein                    
                                                                                    L.P.                                 
                                                                                .   AXA Equitable                        
                                                                                    Funds                                
                                                                                    Management                           
                                                                                    Group, LLC                           
                                                                                .   Pacific                              
                                                                                    Investment                           
                                                                                    Management                           
                                                                                    Company LLC                          
-------------------------------------------------------------------------------------------------------------------------
EQ/SMALL COMPANY INDEX     Class IA    Seeks to replicate as closely as         .                                        
                                       possible (before expenses) the total         AllianceBernstein                    
                                       return of the Russell 2000(R) Index.         L.P.                                 
-------------------------------------------------------------------------------------------------------------------------
EQ/T. ROWE PRICE GROWTH    Class IA    Seeks to achieve long-term capital       .   T. Rowe Price                        
  STOCK                                appreciation and secondarily, income.        Associates, Inc.                     
-------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER AGGRESSIVE    Class IB    Seeks to achieve long-term growth of     .                                        
  EQUITY                               capital.                                     AllianceBernstein                    
                                                                                    L.P.                                 
                                                                                .   AXA Equitable                        
                                                                                    Funds                                
                                                                                    Management                           
                                                                                    Group, LLC                           
                                                                                .   ClearBridge                          
                                                                                    Investments, LLC                     
                                                                                .   Marsico Capital                      
                                                                                    Management, LLC                      
                                                                                .   Scotia                               
                                                                                    Institutional                        
                                                                                    Management US,                       
                                                                                    Ltd.                                 
                                                                                .   T. Rowe Price                        
                                                                                    Associates, Inc.                     
                                                                                .   Westfield                            
                                                                                    Capital                              
                                                                                    Management                           
                                                                                    Company, L.P.                        
-------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP       Class IB    Seeks to achieve long-term growth of     .                                        
  GROWTH                               capital.                                     AllianceBernstein                    
                                                                                    L.P.                                 
                                                                                .   AXA Equitable                        
                                                                                    Funds                                
                                                                                    Management                           
                                                                                    Group, LLC                           
                                                                                .                                        
                                                                                    BlackRock Investment                 
                                                                                    Management, LLC                      
                                                                                .   Franklin                             
                                                                                    Advisers, Inc.                       
                                                                                .                                        
                                                                                    Wellington Management                
                                                                                    Company, LLP                         
-------------------------------------------------------------------------------------------------------------------------
MULTIMANAGER MID CAP       Class IB    Seeks to achieve long-term growth of     .   AXA Equitable                        
  VALUE                                capital.                                     Funds                                
                                                                                    Management                           
                                                                                    Group, LLC                           
                                                                                .   BlackRock                            
                                                                                    Investment                           
                                                                                    Management, LLC                      
                                                                                .   Diamond Hill                         
                                                                                    Capital                              
                                                                                    Management, Inc.                     
                                                                                .   Knightsbridge                        
                                                                                    Asset                                
                                                                                    Management, LLC                      
                                                                                .   Lord, Abbett &                       
                                                                                    Co. LLC                              
-------------------------------------------------------------------------------------------------------------------------

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 EQ ADVISORS                                                                 INVESTMENT MANAGER              
 TRUST PORTFOLIO                                                              (OR SUB-ADVISER(S), VOLATILITY 
 NAME/(*)/                SHARE CLASS  OBJECTIVE                              AS APPLICABLE)      MANAGEMENT 
-------------------------------------------------------------------------------------------------------------
                                                                                                             
MULTIMANAGER TECHNOLOGY    Class IB    Seeks to achieve long-term growth of  .   Allianz Global              
                                       capital.                                  Investors U.S.              
                                                                                 LLC                         
                                                                             .   AXA Equitable               
                                                                                 Funds                       
                                                                                 Management                  
                                                                                 Group, LLC                  
                                                                             .   SSgA Funds                  
                                                                                 Management, Inc.            
                                                                             .   Wellington                  
                                                                                 Management                  
                                                                                 Company, LLP                
-------------------------------------------------------------------------------------------------------------

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 AIM                                                                                             
 VARIABLE                                                                                        
 INSURANCE                                                                                       
 FUNDS (INVESCO                                                                                  
 VARIABLE                                                                                        
 INSURANCE FUNDS)                                                       INVESTMENT MANAGER       
 - SERIES                                                                (OR SUB-ADVISER(S),     
 II PORTFOLIO                                                           AS                       
 NAME              OBJECTIVE                                            APPLICABLE)              
-------------------------------------------------------------------------------------------------
                                                                                                 
INVESCO            The fund's investment objective is to provide        .   Invesco              
  V.I.             reasonable current income and long-term growth of        Advisers,            
  DIVERSIFIED      income and capital.                                      Inc.                 
  DIVIDEND                                                                                       
  FUND                                                                                           
-------------------------------------------------------------------------------------------------
INVESCO            The fund's investment objectives are both capital    .   Invesco              
  V.I.             appreciation and current income.                         Advisers,            
  EQUITY                                                                    Inc.                 
  AND                                                                                            
  INCOME                                                                                         
  FUND                                                                                           
-------------------------------------------------------------------------------------------------
INVESCO            The fund's investment objective is total return      .   Invesco              
  V.I.             through growth of capital and current income.            Advisers,            
  GLOBAL                                                                    Inc.                 
  REAL                                                                  .   Invesco              
  ESTATE                                                                    Asset                
  FUND                                                                      Management           
                                                                            Limited              
-------------------------------------------------------------------------------------------------
INVESCO            The fund's investment objective is total return,     .   Invesco              
  V.I. HIGH        comprised of current income and capital                  Advisers,            
  YIELD FUND       appreciation.                                            Inc.                 
-------------------------------------------------------------------------------------------------
INVESCO            The fund's investment objective is long-term growth  .   Invesco              
  V.I.             of capital.                                              Advisers,            
  INTERNATIONAL                                                             Inc.                 
  GROWTH                                                                                         
  FUND                                                                                           
-------------------------------------------------------------------------------------------------
INVESCO            The fund's investment objective is long-term growth  .   Invesco              
  V.I. MID         of capital.                                              Advisers,            
  CAP CORE                                                                  Inc.                 
  EQUITY                                                                                         
  FUND                                                                                           
-------------------------------------------------------------------------------------------------
INVESCO            The fund's investment objective is long-term growth  .   Invesco              
  V.I.             of capital.                                              Advisers,            
  SMALL CAP                                                                 Inc.                 
  EQUITY                                                                                         
  FUND                                                                                           
-------------------------------------------------------------------------------------------------

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 AB                                                                                         
 VARIABLE                                                                                   
 PRODUCT                                                                                    
 SERIES                                                                                     
 FUND, INC.                                                        INVESTMENT MANAGER       
 - CLASS                                                            (OR SUB-ADVISER(S),     
 B PORTFOLIO                                                       AS                       
 NAME/(*)/      OBJECTIVE                                          APPLICABLE)              
--------------------------------------------------------------------------------------------
                                                                                            
AB VPS          The Portfolio's investment objective is long-term  .                        
  INTERNATIONAL growth of capital.                                     AllianceBernstein    
  GROWTH                                                               L.P.                 
  PORTFOLIO                                                                                 

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 AMERICAN                                                                                             
 CENTURY                                                                                              
 VARIABLE PORTFOLIOS,                       INVESTMENT MANAGER                                        
 INC.                                                                                                 
 -                                          (OR SUB-ADVISER(S),                                       
 CLASS                                                                                                
 II PORTFOLIO                               AS                                                        
 NAME                  OBJECTIVE            APPLICABLE)                                               
------------------------------------------------------------------------------------------------------
                                                                                                      
                       The fund seeks       .                                                         
  AMERICAN             long-term capital        American                                              
  CENTURY              growth. Income is a      Century                                               
  VP                   secondary objective.     Investment                                            
  MID                                           Management,                                           
  CAP VALUE                                     Inc.                                                  
  FUND                                                                                                
------------------------------------------------------------------------------------------------------
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 AMERICAN                                                                                            
 FUNDS                                                                                               
 INSURANCE SERIES(R)                                                                                 
 - CLASS                                                                                             
 4 SHARES                                                                   INVESTMENT MANAGER       
                                                                             (OR SUB-ADVISER(S),     
 PORTFOLIO                                                                  AS                       
 NAME                 OBJECTIVE                                             APPLICABLE)              
-----------------------------------------------------------------------------------------------------
                                                                                                     
BOND                  The fund's investment objective is to provide as      .                        
  FUND/SM/            high a level of current income as is consistent with      Capital              
                      the preservation of capital.                              Research             
                                                                                and                  
                                                                                Management           
                                                                                Company              
-----------------------------------------------------------------------------------------------------
GLOBAL                The fund's investment objective is to provide you     .                        
  SMALL               with long-term growth of capital.                         Capital              
  CAPITALIZATION                                                                Research             
  FUND/SM/                                                                      and                  
                                                                                Management           
                                                                                Company              
-----------------------------------------------------------------------------------------------------
NEW WORLD             The fund's investment objective is to provide         .                        
  FUND(R)             long-term capital appreciation.                           Capital              
                                                                                Research             
                                                                                and                  
                                                                                Management           
                                                                                Company              
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 BLACKROCK                                                                                                             
 VARIABLE                                                                                                              
 SERIES FUNDS,                                                                                                         
 INC. -                                                    INVESTMENT MANAGER                                          
 CLASS                                                      (OR SUB-ADVISER(S),                                        
 III PORTFOLIO                                              AS                                                         
 NAME               OBJECTIVE                              APPLICABLE)                                                 
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
BLACKROCK           To seek high total investment return.  .                                                           
  GLOBAL ALLOCATION                                            BlackRock                                               
  V.I. FUND                                                    Advisors,                                               
                                                               LLC                                                     
-----------------------------------------------------------------------------------------------------------------------
BLACKROCK           Seeks long-term capital growth.        .                                                           
  LARGE                                                        BlackRock                                               
  CAP GROWTH                                                   Advisors,                                               
  V.I. FUND                                                    LLC                                                     

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 EATON                                                                                                                
 VANCE                                                                                                                
 VARIABLE                                                   INVESTMENT                                                
 TRUST                                                      MANAGER (OR                                               
 PORTFOLIO                                                  SUB-ADVISER(S), AS                                        
 NAME           OBJECTIVE                                   APPLICABLE)                                               
----------------------------------------------------------------------------------------------------------------------
                                                                                                                      
EATON VANCE     To provide a high level of current income.  .   Eaton                                                 
  VT                                                            Vance                                                 
  FLOATING-RATE                                                 Management                                            
  INCOME                                                                                                              
  FUND                                                                                                                
----------------------------------------------------------------------------------------------------------------------
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 FIDELITY(R) VARIABLE                                                                                             
 INSURANCE PRODUCTS                                                       INVESTMENT MANAGER                      
 (VIP) - SERVICE CLASS                                                     (OR SUB-ADVISER(S),                    
 2 PORTFOLIO NAME         OBJECTIVE                                       AS APPLICABLE)                          
------------------------------------------------------------------------------------------------------------------
                                                                                                                  
FIDELITY(R) VIP           Seeks long-term capital appreciation.           .   Fidelity Management & Research      
  CONTRAFUND(R) PORTFOLIO                                                     Company (FMR)                       
------------------------------------------------------------------------------------------------------------------
FIDELITY(R) VIP MID       Seeks long-term growth of capital.              .   Fidelity Management &               
  CAP PORTFOLIO                                                               Research Company (FMR)              
------------------------------------------------------------------------------------------------------------------
FIDELITY(R) VIP           Seeks a high level of current income. The fund  .   Fidelity Management & Research      
  STRATEGIC INCOME        may also seek capital appreciation.                 Company (FMR)                       
  PORTFOLIO                                                                                                       
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 FIDELITY(R) VARIABLE                                                                                
 INSURANCE PRODUCTS       INVESTMENT MANAGER                                                         
 (VIP) - SERVICE CLASS     (OR SUB-ADVISER(S),                                                       
 2 PORTFOLIO NAME         AS APPLICABLE)                                                             
-----------------------------------------------------------------------------------------------------
                                                                                                     
FIDELITY(R) VIP           .   Fidelity Management & Research                                         
  CONTRAFUND(R) PORTFOLIO     Company (FMR)                                                          
-----------------------------------------------------------------------------------------------------
FIDELITY(R) VIP MID       .   Fidelity Management &                                                  
  CAP PORTFOLIO               Research Company (FMR)                                                 
-----------------------------------------------------------------------------------------------------
FIDELITY(R) VIP           .   Fidelity Management & Research                                         
  STRATEGIC INCOME            Company (FMR)                                                          
  PORTFOLIO                                                                                          

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-----------------------------------------------------------------------------------------------------------------------
 FIRST TRUST VARIABLE                                                          INVESTMENT MANAGER                      
 INSURANCE TRUST PORTFOLIO                                                      (OR SUB-ADVISER(S),                    
 NAME                       OBJECTIVE                                          AS APPLICABLE                           
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
FIRST TRUST/DOW JONES       Seeks to provide total return by allocating among  .   First Trust Advisors, L.P.          
  DIVIDEND & INCOME         dividend-paying stocks and investment grade                                                
  ALLOCATION PORTFOLIO      bonds.                                                                                     
-----------------------------------------------------------------------------------------------------------------------
FIRST TRUST MULTI INCOME    Seeks to maximize current income, with a           .   First Trust Advisors L.P.           
  ALLOCATION PORTFOLIO      secondary objective of capital appreciation.                                               

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 FIRST TRUST VARIABLE       INVESTMENT MANAGER                                                         
 INSURANCE TRUST PORTFOLIO   (OR SUB-ADVISER(S),                                                       
 NAME                       AS APPLICABLE                                                              
-------------------------------------------------------------------------------------------------------
                                                                                                       
FIRST TRUST/DOW JONES       .   First Trust Advisors, L.P.                                             
  DIVIDEND & INCOME                                                                                    
  ALLOCATION PORTFOLIO                                                                                 
-------------------------------------------------------------------------------------------------------
FIRST TRUST MULTI INCOME    .   First Trust Advisors L.P.                                              
  ALLOCATION PORTFOLIO                                                                                 

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 FRANKLIN TEMPLETON                                                                                                     
 VARIABLE INSURANCE                                                            INVESTMENT MANAGER                       
 PRODUCTS TRUST - CLASS                                                         (OR SUB-ADVISER(S),                     
 2 PORTFOLIO NAME         OBJECTIVE                                            AS APPLICABLE)                           
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
FRANKLIN FOUNDING FUNDS   The Fund's principal investment goal is capital      .   Fund Administrator: Franklin         
  ALLOCATION VIP FUND     appreciation. Its secondary goal is income.              Templeton Services, LLC              
------------------------------------------------------------------------------------------------------------------------
FRANKLIN INCOME VIP FUND  Seeks to maximize income while maintaining           .   Franklin Advisers, Inc.              
                          prospects for capital appreciation.                                                           
------------------------------------------------------------------------------------------------------------------------
FRANKLIN RISING           Seeks long-term capital appreciation, with           .   Franklin Advisory Services, LLC      
  DIVIDENDS VIP FUND      preservation of capital as an important                                                       
                          consideration.                                                                                
------------------------------------------------------------------------------------------------------------------------
FRANKLIN STRATEGIC        The Fund's principal investment goal is to seek a    .   Franklin Advisers, Inc.              
  INCOME VIP FUND         high level of current income. Its secondary goal is                                           
                          capital appreciation over long term.                                                          
------------------------------------------------------------------------------------------------------------------------
TEMPLETON DEVELOPING      Seeks long-term capital appreciation.                .   Templeton Asset Management Ltd.      
  MARKETS  VIP FUND                                                                                                     
------------------------------------------------------------------------------------------------------------------------
TEMPLETON GLOBAL          Seeks high current income, consistent with           .   Franklin Advisers, Inc.              
  BOND VIP FUND           preservation of capital. Capital appreciation is a                                            
                          secondary consideration.                                                                      
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 GOLDMAN SACHS                                                                                            
 VARIABLE INSURANCE                                              INVESTMENT MANAGER                       
 TRUST - SERVICE                                                  (OR SUB-ADVISER(S),                     
 SHARES PORTFOLIO NAME    OBJECTIVE                              AS APPLICABLE)                           
----------------------------------------------------------------------------------------------------------
                                                                                                          
GOLDMAN SACHS VIT MID     Seeks long-term capital appreciation.  .                                        
  CAP VALUE FUND                                                     Goldman Sachs Asset Management, L.P. 
----------------------------------------------------------------------------------------------------------
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 GOLDMAN SACHS                                                                                            
 VARIABLE INSURANCE       INVESTMENT MANAGER                                                              
 TRUST - SERVICE           (OR SUB-ADVISER(S),                                                            
 SHARES PORTFOLIO NAME    AS APPLICABLE)                                                                  
----------------------------------------------------------------------------------------------------------
                                                                                                          
GOLDMAN SACHS VIT MID     .                                                                               
  CAP VALUE FUND              Goldman Sachs Asset Management, L.P.                                        
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 HARTFORD HLS FUNDS -                                                                                      
 CLASS IC SHARES                                                INVESTMENT MANAGER (OR                     
 PORTFOLIO NAME           OBJECTIVE                             SUB-ADVISER(S), AS APPLICABLE)             
-----------------------------------------------------------------------------------------------------------
                                                                                                           
HARTFORD CAPITAL          The Fund seeks growth of capital.     .   Hartford Funds Management              
  APPRECIATION HLS FUND                                             Company,                               
                                                                    LLC Sub-adviser: Wellington Management 
                                                                    Company LLP                            
-----------------------------------------------------------------------------------------------------------
HARTFORD GROWTH           The Fund seeks capital appreciation.  .   Hartford Funds Management              
  OPPORTUNITIES HLS FUND                                            Company, LLC                           
                                                                    Sub-adviser: Wellington Management     
                                                                    Company LLP                            

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 HARTFORD HLS FUNDS -                                                                                       
 CLASS IC SHARES          INVESTMENT MANAGER (OR                                                            
 PORTFOLIO NAME           SUB-ADVISER(S), AS APPLICABLE)                                                    
------------------------------------------------------------------------------------------------------------
                                                                                                            
HARTFORD CAPITAL          .   Hartford Funds Management                                                     
  APPRECIATION HLS FUND       Company,                                                                      
                              LLC Sub-adviser: Wellington Management                                        
                              Company LLP                                                                   
------------------------------------------------------------------------------------------------------------
HARTFORD GROWTH           .   Hartford Funds Management                                                     
  OPPORTUNITIES HLS FUND      Company, LLC                                                                  
                              Sub-adviser: Wellington Management                                            
                              Company LLP                                                                   

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--------------------------------------------------------------------------------------------------------------------------------
                                                                                        INVESTMENT MANAGER                      
 IVY FUNDS VARIABLE                                                                                                             
 INSURANCE PORTFOLIOS PORTFOLIO                                                         (OR SUB-ADVISER(S),                     
 NAME                            OBJECTIVE                                              AS APPLICABLE)                          
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                
IVY FUNDS VIP ASSET              To seek to provide total return.                       .   Waddell & Reed Investment           
  STRATEGY                                                                                  Management Company (WRIMCO)         
--------------------------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP DIVIDEND           To seek to provide total return.                       .   Waddell & Reed Investment           
  OPPORTUNITIES                                                                             Management Company (WRIMCO)         
--------------------------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP ENERGY             To seek to provide capital growth and appreciation.    .   Waddell & Reed Investment           
                                                                                            Management Company (WRIMCO)         
--------------------------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP GLOBAL             To seek to provide capital growth and appreciation.    .   Waddell & Reed Investment           
  NATURAL RESOURCES                                                                         Management Company (WRIMCO)         
--------------------------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP HIGH INCOME        To seek to provide total return through a combination  .   Waddell & Reed Investment           
                                 of high current income and capital appreciation.           Management Company (WRIMCO)         
--------------------------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP MID CAP            To seek to provide growth of capital.                  .   Waddell & Reed Investment           
  GROWTH                                                                                    Management Company (WRIMCO)         
--------------------------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP SCIENCE            To seek to provide growth of capital.                  .   Waddell & Reed Investment           
  AND TECHNOLOGY                                                                            Management Company (WRIMCO)         
--------------------------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP SMALL CAP          To seek to provide growth of capital.                  .   Waddell & Reed Investment           
  GROWTH                                                                                    Management Company (WRIMCO)         
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                                 INVESTMENT MANAGER                                                         
 IVY FUNDS VARIABLE                                                                                         
 INSURANCE PORTFOLIOS PORTFOLIO  (OR SUB-ADVISER(S),                                                        
 NAME                            AS APPLICABLE)                                                             
------------------------------------------------------------------------------------------------------------
                                                                                                            
IVY FUNDS VIP ASSET              .   Waddell & Reed Investment                                              
  STRATEGY                           Management Company (WRIMCO)                                            
------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP DIVIDEND           .   Waddell & Reed Investment                                              
  OPPORTUNITIES                      Management Company (WRIMCO)                                            
------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP ENERGY             .   Waddell & Reed Investment                                              
                                     Management Company (WRIMCO)                                            
------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP GLOBAL             .   Waddell & Reed Investment                                              
  NATURAL RESOURCES                  Management Company (WRIMCO)                                            
------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP HIGH INCOME        .   Waddell & Reed Investment                                              
                                     Management Company (WRIMCO)                                            
------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP MID CAP            .   Waddell & Reed Investment                                              
  GROWTH                             Management Company (WRIMCO)                                            
------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP SCIENCE            .   Waddell & Reed Investment                                              
  AND TECHNOLOGY                     Management Company (WRIMCO)                                            
------------------------------------------------------------------------------------------------------------
IVY FUNDS VIP SMALL CAP          .   Waddell & Reed Investment                                              
  GROWTH                             Management Company (WRIMCO)                                            
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                                                                 INVESTMENT MANAGER                      
 LAZARD RETIREMENT                                                                                       
 SERIES, INC. - SERVICE                                          (OR SUB-ADVISER(S),                     
 SHARES PORTFOLIO NAME    OBJECTIVE                              AS APPLICABLE)                          
---------------------------------------------------------------------------------------------------------
                                                                                                         
LAZARD RETIREMENT         Seeks long-term capital appreciation.  .   Lazard Asset Management LLC         
  EMERGING MARKETS                                                                                       
  EQUITY PORTFOLIO                                                                                       
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                          INVESTMENT MANAGER                                                         
 LAZARD RETIREMENT                                                                                   
 SERIES, INC. - SERVICE   (OR SUB-ADVISER(S),                                                        
 SHARES PORTFOLIO NAME    AS APPLICABLE)                                                             
-----------------------------------------------------------------------------------------------------
                                                                                                     
LAZARD RETIREMENT         .   Lazard Asset Management LLC                                            
  EMERGING MARKETS                                                                                   
  EQUITY PORTFOLIO                                                                                   

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 LEGG MASON PARTNERS                                                                                                       
 VARIABLE EQUITY TRUST                                                                                                     
 - SHARE CLASS II                                                                 INVESTMENT MANAGER (OR                   
 PORTFOLIO NAME           OBJECTIVE                                               SUB-ADVISER(S), AS APPLICABLE)           
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
CLEARBRIDGE VARIABLE      The fund seeks capital appreciation.                    .   Legg Mason Partners Fund             
  AGGRESSIVE GROWTH                                                                   Advisor, LLC (Investment             
  PORTFOLIO                                                                           Manager) Sub-Adviser:                
                                                                                      ClearBridge Investments, LLC         
---------------------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE      The fund seeks dividend income, growth of dividend      .   Legg Mason Partners Fund             
  DIVIDEND STRATEGY       income and long-term capital appreciation.                  Advisor, LLC (Investment             
  PORTFOLIO                                                                           Manager) Sub-Adviser:                
                                                                                      ClearBridge Investments, LLC         
---------------------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE      The fund seeks long-term appreciation of capital.       .   Legg Mason Partners Fund             
  APPRECIATION PORTFOLIO                                                              Advisor, LLC (Investment Manager)    
                                                                                  .   Sub-Adviser: ClearBridge             
                                                                                      Investments, LLC                     
---------------------------------------------------------------------------------------------------------------------------
CLEARBRIDGE VARIABLE MID  Seeks long-term growth of capital.                      .   Legg Mason Partners Fund             
  CAP CORE PORTFOLIO                                                                  Advisor, LLC (Investment Manager)    
                                                                                  .   Sub-Adviser: ClearBridge             
                                                                                      Investments, LLC                     
---------------------------------------------------------------------------------------------------------------------------
QS LEGG MASON DYNAMIC     The fund seeks the highest total return (that is, a     .   Legg Mason Partners Fund             
  MULTI-STRATEGY VIT      combination of income and long-term capital                 Advisor, LLC (Investment Manager)    
  PORTFOLIO               appreciation) over time consistent with its asset mix.  .   Sub-Adviser: Legg Mason Global       
                          The fund will seek to reduce volatility as a secondary      Asset Allocation, LLC                
                          objective.                                              .   Sub-Adviser: Western Asset           
                                                                                      Management Company                   
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 LEGG MASON GLOBAL ASSET                                                                                           
 MANAGEMENT                                                                                                        
 VARIABLE TRUST - SHARE                                                                                            
 CLASS II                                                                  INVESTMENT MANAGER (OR                  
 PORTFOLIO NAME           OBJECTIVE                                        SUB-ADVISER(S), AS APPLICABLE)          
-------------------------------------------------------------------------------------------------------------------
                                                                                                                   
LEGG MASON BW ABSOLUTE    Positive returns that are independent of market  .   Legg Mason Partners Fund            
  RETURN OPPORTUNITIES    cycles.                                              Advisor, LLC (Investment Manager)   
  VIT PORTFOLIO                                                            .   Sub-Adviser: Brandywine Global      
                                                                               Investment Management, LLC          
-------------------------------------------------------------------------------------------------------------------

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 LEGG MASON GLOBAL ASSET                                                                             
 MANAGEMENT                                                                                          
 VARIABLE TRUST - SHARE                                                                              
 CLASS II                 INVESTMENT MANAGER (OR                                                     
 PORTFOLIO NAME           SUB-ADVISER(S), AS APPLICABLE)                                             
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LEGG MASON BW ABSOLUTE    .   Legg Mason Partners Fund                                               
  RETURN OPPORTUNITIES        Advisor, LLC (Investment Manager)                                      
  VIT PORTFOLIO           .   Sub-Adviser: Brandywine Global                                         
                              Investment Management, LLC                                             
-----------------------------------------------------------------------------------------------------

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 LORD ABBETT SERIES                                                        INVESTMENT MANAGER                      
 FUND, INC. - CLASS                                                         (OR SUB-ADVISER(S),                    
 VC PORTFOLIO NAME        OBJECTIVE                                        AS APPLICABLE)                          
-------------------------------------------------------------------------------------------------------------------
                                                                                                                   
LORD ABBETT BOND          The fund's investment objective is to seek high  .   Lord, Abbett & Co. LLC              
  DEBENTURE PORTFOLIO     current income and the opportunity for capital                                           
  (VC)                    appreciation to produce a high total return.                                             
-------------------------------------------------------------------------------------------------------------------
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 LORD ABBETT SERIES       INVESTMENT MANAGER                                                         
 FUND, INC. - CLASS        (OR SUB-ADVISER(S),                                                       
 VC PORTFOLIO NAME        AS APPLICABLE)                                                             
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LORD ABBETT BOND          .   Lord, Abbett & Co. LLC                                                 
  DEBENTURE PORTFOLIO                                                                                
  (VC)                                                                                               
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 MFS(R)                                                                                        
 VARIABLE                                                                                      
 INSURANCE                                                                                     
 TRUSTS                                                               INVESTMENT MANAGER       
 - SERVICE                                                             (OR SUB-ADVISER(S),     
 CLASS PORTFOLIO                                                      AS                       
 NAME             OBJECTIVE                                           APPLICABLE)              
-----------------------------------------------------------------------------------------------
                                                                                               
MFS(R)            The fund's investment objective is to seek capital  .                        
  INTERNATIONAL   appreciation.                                           Massachusetts        
  VALUE                                                                   Financial            
  PORTFOLIO                                                               Services             
                                                                          Company              
-----------------------------------------------------------------------------------------------
MFS(R)            The fund's investment objective is to seek capital  .                        
  INVESTORS       appreciation.                                           Massachusetts        
  TRUST                                                                   Financial            
  SERIES                                                                  Services             
                                                                          Company              
-----------------------------------------------------------------------------------------------
MFS(R)            The fund's investment objective is to seek capital  .                        
  MASSACHUSETTS   appreciation.                                           Massachusetts        
  INVESTORS                                                               Financial            
  GROWTH                                                                  Services             
  STOCK                                                                   Company              
  PORTFOLIO                                                                                    
-----------------------------------------------------------------------------------------------
MFS(R)            The fund's investment objective is to seek total    .                        
  UTILITIES       return.                                                 Massachusetts        
  SERIES                                                                  Financial            
                                                                          Services             
                                                                          Company              
-----------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

 NEUBERGER                                                                                
 BERMAN                                                                                   
 ADVISERS                                                                                 
 MANAGEMENT TRUST                                                                         
 - S CLASS                                                          INVESTMENT            
 SHARES                                                             MANAGER (OR           
 PORTFOLIO                                                          SUB-ADVISER(S), AS    
 NAME              OBJECTIVE                                        APPLICABLE)           
------------------------------------------------------------------------------------------
                                                                                          
NEUBERGER          The fund seeks capital appreciation with an      .                     
  BERMAN           emphasis on absolute (i.e., positive) returns.       Neuberger         
  ABSOLUTE                                                              Berman            
  RETURN                                                                Management        
  MULTI-MANAGER                                                         LLC               
  PORTFOLIO                                                                               
------------------------------------------------------------------------------------------
NEUBERGER          The fund seeks long-term growth of capital by    .                     
  BERMAN           investing primarily in common stocks of foreign      Neuberger         
  INTERNATIONAL    companies.                                           Berman            
  EQUITY                                                                Management        
  PORTFOLIO                                                             LLC               
  (Formerly                                                                               
  Neuberger                                                                               
  Berman                                                                                  
  International                                                                           
  Portfolio)                                                                              
------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

 NORTHERN                                                                                                                     
 LIGHTS                                                                                                                       
 VARIABLE                                                        INVESTMENT MANAGER                                           
 TRUST                                                            (OR SUB-ADVISER(S),                                         
 PORTFOLIO                                                       AS                                                           
 NAME            OBJECTIVE                                       APPLICABLE                                                   
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
7TWELVE/TM/      The Portfolio seeks to provide superior risk-   .   7Twelve                                                  
  BALANCED       adjusted returns when compared to the bond and      Advisors,                                                
  PORTFOLIO/(*)/ equity markets in general.                          LLC                                                      

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------------------
 PIMCO                                                                                            
 VARIABLE                                                                                         
 INSURANCE                                                                                        
 TRUST                                                                   INVESTMENT MANAGER       
 - ADVISOR                                                                (OR SUB-ADVISER(S),     
 CLASS PORTFOLIO                                                         AS                       
 NAME                    OBJECTIVE                                       APPLICABLE)              
--------------------------------------------------------------------------------------------------
                                                                                                  
PIMCO                    Seeks maximum real return consistent with       .   Pacific              
  COMMODITYREALRETURN(R) prudent investment management.                      Investment           
  STRATEGY                                                                   Management           
  PORTFOLIO                                                                  Company              
                                                                             LLC                  
--------------------------------------------------------------------------------------------------
PIMCO REAL               Seeks maximum real return, consistent with      .   Pacific              
  RETURN                 preservation of real capital and prudent            Investment           
  PORTFOLIO              investment management.                              Management           
                                                                             Company              
                                                                             LLC                  
--------------------------------------------------------------------------------------------------
PIMCO TOTAL              Seeks maximum total return, consistent with     .   Pacific              
  RETURN                 preservation of capital and prudent investment      Investment           
  PORTFOLIO              management.                                         Management           
                                                                             Company              
                                                                             LLC                  
--------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                 INVESTMENT MANAGER       
 PROFUNDS                                                         (OR SUB-ADVISER(S),     
 VP PORTFOLIO                                                    AS                       
 NAME           OBJECTIVE                                        APPLICABLE)              
------------------------------------------------------------------------------------------
                                                                                          
PROFUND VP      Seeks investment results, before fees and        .   ProFund              
  BIOTECHNOLOGY expenses, that correspond to the performance of      Advisors             
                the Dow Jones U.S. Biotechnology/SM /Index.          LLC                  
------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

 PUTNAM                                                                                                                        
 VARIABLE                                                                                                                      
 TRUST - IB                                                          INVESTMENT                                                
 SHARE                                                               MANAGER (OR                                               
 CLASS PORTFOLIO                                                     SUB-ADVISER(S), AS                                        
 NAME             OBJECTIVE                                          APPLICABLE)                                               
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
PUTNAM VT         Seeks as high a level of current income as Putnam  .   Putnam                                                
  DIVERSIFIED     Investment Management, LLC believes is                 Investment                                            
  INCOME          consistent with preservation of capital.               Management,                                           
  FUND                                                                   LLC                                                   
                                                                     .   Putnam                                                
                                                                         Investments                                           
                                                                         Limited,                                              
                                                                         LLC                                                   

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---------------------------------------------------------------------------------------------------------------------------------
 T. ROWE                                                                                                                         
 PRICE                                                                                                                           
 EQUITY                                                             INVESTMENT MANAGER                                           
 SERIES,                                                             (OR SUB-ADVISER(S),                                         
 INC. PORTFOLIO                                                     AS                                                           
 NAME             OBJECTIVE                                         APPLICABLE)                                                  
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
T. ROWE           Seeks long-term capital appreciation through      .   T. Rowe                                                  
  PRICE           investment in companies expected to benefit from      Price                                                    
  HEALTH SCIENCES changes in the health care, medicine or life          Associates,                                              
  PORTFOLIO       sciences fields.                                      Inc.                                                     
  - II                                                                                                                           
---------------------------------------------------------------------------------------------------------------------------------
                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------------
                                                                             INVESTMENT MANAGER                    
 VAN ECK VIP TRUST - S                                                        (OR SUB-ADVISER(S),                  
 CLASS PORTFOLIO NAME     OBJECTIVE                                          AS APPLICABLE)                        
-------------------------------------------------------------------------------------------------------------------
                                                                                                                   
VAN ECK VIP GLOBAL HARD   Seeks long-term capital appreciation by investing  .   Van Eck Associates Corporation    
  ASSETS FUND             primarily in hard asset securities. Income is a                                          
                          secondary consideration.                                                                 
-------------------------------------------------------------------------------------------------------------------
                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------
                          INVESTMENT MANAGER                                                           
 VAN ECK VIP TRUST - S     (OR SUB-ADVISER(S),                                                         
 CLASS PORTFOLIO NAME     AS APPLICABLE)                                                               
-------------------------------------------------------------------------------------------------------
                                                                                                       
VAN ECK VIP GLOBAL HARD   .   Van Eck Associates Corporation                                           
  ASSETS FUND                                                                                          

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

(1)This variable investment option is also available as a Protected Benefit     
  account variable investment option should you decide to fund your Guaranteed
  benefits. For more information, please see "What are your investment options
under the contract?" earlier in this section.                             
(2)The AXA Ultra Conservative Strategy investment option is part of the asset   
  transfer program. You may not directly allocate a contribution to or request
a transfer of account value into this investment option.                  

(*)7Twelve(TM) is a registered trademark belonging to Craig L. Israelsen.       

YOU SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS, AND CHARGES AND EXPENSES  
OF THE PORTFOLIOS CAREFULLY BEFORE INVESTING. THE PROSPECTUSES FOR THE TRUSTS   
CONTAIN THIS AND OTHER IMPORTANT INFORMATION ABOUT THE PORTFOLIOS. THE          
PROSPECTUSES SHOULD BE READ CAREFULLY BEFORE INVESTING. IN ORDER TO OBTAIN      
COPIES OF TRUST PROSPECTUSES THAT DO NOT ACCOMPANY THIS PROSPECTUS, YOU MAY     
CALL ONE OF OUR CUSTOMER SERVICE REPRESENTATIVES AT 1-800-789-7771.             

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GUARANTEED INTEREST OPTION                                                      

The guaranteed interest option is part of our general account and pays interest 
at guaranteed rates. We discuss our general account under "More information"    
later in this Prospectus. Any amounts allocated to the guaranteed interest      
option will not be included in your Protected Benefit account value.            

We credit interest daily to amounts in the guaranteed interest option. There    
are three levels of interest in effect at the same time in the guaranteed       
interest option:                                                                

(1)the minimum interest rate guaranteed over the life of the contract,          

(2)the yearly guaranteed interest rate for the calendar year, and               

(3)the current interest rate.                                                   

We set current interest rates periodically, based on our discretion and         
according to our procedures that we have in effect at the time. We reserve the  
right to change these procedures. All interest rates are effective annual       
rates, but before the deduction of annual administrative charges.               

Your lifetime minimum rate is 1.00%. The data page for your contract shows the  
lifetime minimum rate. The minimum yearly rate will never be less than the      
lifetime minimum rate. The minimum yearly rate for 2015 is 1.00%. Current       
interest rates will never be less than the yearly guaranteed interest rate.     

We assign an interest rate to each amount allocated to the guaranteed interest  
option. This rate is guaranteed for a specified period. Therefore, different    
interest rates may apply to different amounts in the guaranteed interest option.

Generally, contributions and transfers into and out of the guaranteed interest  
option are limited. See "Transferring your money among the investment options"  
later in this Prospectus for restrictions on transfers from the guaranteed      
interest option.                                                                

ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING. The account for special dollar cost  
averaging is part of our general account. We pay interest at guaranteed rates   
in this account for specified time periods. We will credit interest to the      
amounts that you have in the account for special dollar cost averaging every    
day. We set the interest rates periodically, based on our discretion and        
according to the procedures that we have. We reserve the right to change these  
procedures.                                                                     

We guarantee to pay our current interest rate that is in effect on the date     
that your contribution is allocated to this account. Your guaranteed interest   
rate for the time period you select will be shown in your contract for an       
initial contribution. The rate will never be less than the lifetime minimum     
rate for the guaranteed interest option. See "Dollar cost averaging" later in   
this section for rules and restrictions that apply to the account for special   
dollar cost averaging.                                                          

ALLOCATING YOUR CONTRIBUTIONS                                                   

You may allocate your contributions to the Investment account variable          
investment options, the guaranteed interest option or the Special DCA program.  
If you wish to fund one or more of the Guaranteed benefits you elected, you may 
allocate contributions to the Protected Benefit account variable investment     
options or the Special DCA program. Also, we limit the number of variable       
investment options which you may select. In addition, we may at any time        
exercise our right to limit or terminate transfers into any of the variable     
investment options.                                                             

Only amounts you allocate to the Protected Benefit account variable investment  
options and amounts in the Special DCA program designated for future transfers  
to the Protected Benefit account variable investment options will fund your     
Guaranteed benefits. These amounts will be used to calculate your Guaranteed    
benefit bases and will become part of your Protected Benefit account value.     

For example:                                                                    

You purchase a Series E contract with an initial contribution of $100,000 and   
have the GMIB and the Highest Anniversary Value death benefit. You allocate     
$60,000 to the Protected Benefit account variable investment options and        
$40,000 to the Investment account variable investment options. The $60,000 will 
be included in your Protected Benefit account value and will be used to         
calculate your GMIB and Highest Anniversary Value benefit bases. $40,000 will   
be included in your Investment account value.                                   

Allocations must be whole percentages and you may change your allocations at    
any time. No more than 25% of any contribution to the contract may be allocated 
to the guaranteed interest option. The total of your allocations into all       
available investment options must equal 100%. We reserve the right to           
discontinue, and/or place additional limitations on, contributions and          
transfers to any of the variable investment options, including the Protected    
Benefit account variable investment options. We also reserve the right to       
discontinue acceptance of contributions into the contract. Please see "How you  
can purchase and contribute to your contract" and the table in Appendix IX for  
additional information regarding certain limitations on contributions that may  
apply to your contract.                                                         

It is important to note that the contract is between you and AXA Equitable. The 
contract is not an investment advisory account, and AXA Equitable is not        
providing any investment advice or managing the allocations under your          
contract. In the absence of a specific written arrangement to the contrary,     
you, as the owner of the contract, have the sole authority to make investment   
allocations and other decisions under the contract. (Your investment            
allocations may be subject to the ATP if you have the GMIB, as described in     
''Asset transfer program (''ATP'')'' later in this Prospectus.) If your         
financial professional is with AXA Advisors, he or she is acting as a           
broker-dealer registered representative, and is not authorized to act as an     
investment advisor or to manage the allocations under your contract.            

We may offer an optional rebalancing program for amounts allocated to your      
Investment account variable investment options and the guaranteed interest      
option. For more information, see "Rebalancing among your Investment account    
variable investment options and guaranteed interest option" in "Transferring    
your money among investment options" later in this Prospectus.                  

We do not offer an optional rebalancing program for amounts allocated to your   
Protected Benefit account variable investment options. You can rebalance your   
Protected Benefit account value by submitting a one-time request to rebalance.  
See "Rebalancing among your Protected Benefit account variable investment       
options" in "Transferring your money among investment options" later in this    
Prospectus.                                                                     

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For contracts with the GMIB, you cannot make a contribution or transfer into    
the AXA Ultra Conservative Strategy investment option. On a limited basis, you  
can initiate a complete transfer out of the AXA Ultra Conservative Strategy     
investment option up to your contract date anniversary following age 85,        
subject to certain restrictions. We refer to this as the ATP exit option.       
Please see ''Asset transfer program (''ATP'')'' later in this section.          
Transfers into or out of the AXA Ultra Conservative Strategy investment option  
do not require new allocation instructions.                                     

ALLOCATION INSTRUCTION CHANGES. You may change your instructions for            
allocations of future contributions.                                            

TRANSFERS. Once you allocate amounts to the Protected Benefit account variable  
investment options, such amounts may be transferred among the Protected Benefit 
account variable investment options, but may not be transferred to the          
Investment account variable investment options or the guaranteed interest       
option. In addition, we may at any time exercise our right to limit or          
terminate transfers into any of the variable investment options. See            
"Transferring your account value" in "Transferring your money among investment  
options."                                                                       

DOLLAR COST AVERAGING                                                           

We offer a variety of dollar cost averaging programs. You may only participate  
in one program at a time. Each program allows you to gradually allocate amounts 
to available investment options by periodically transferring approximately the  
same dollar amount to the investment options you select. Regular allocations to 
the variable investment options will cause you to purchase more units if the    
unit value is low and fewer units if the unit value is high. Therefore, you may 
get a lower average cost per unit over the long term.                           

All amounts in a dollar cost averaging program will be transferred at the       
completion of the time period you select. Currently, our Special DCA program    
time periods do not extend beyond 12 months. This plan of investing does not    
guarantee that you will earn a profit or be protected against losses.           

--------------------------------------------------------------------------------
UNITS MEASURE YOUR VALUE IN EACH VARIABLE INVESTMENT OPTION.                    
--------------------------------------------------------------------------------

We offer the following dollar cost averaging programs in the Retirement         
Cornerstone(R) Series E contract:                                               

..   Special dollar cost averaging;                                             

..   General dollar cost averaging; and                                         

..   Investment simplifier.                                                     

The only dollar cost averaging program that is available to fund your           
Guaranteed benefits is the special dollar cost averaging (the "Special DCA      
program"). The Special DCA program allows you to gradually fund your Protected  
Benefit account value through systematic transfers to the Protected Benefit     
account variable investment options. Amounts allocated to the Special DCA       
program that are designated for future transfers to the Protected Benefit       
account variable investment options are included in the benefit bases for your  
Guaranteed benefits. Also, you may make systematic transfers to the Investment  
account variable investment options and the guaranteed interest option. Only    
new contributions may be allocated to the Special DCA program. For information  
on how the Special DCA program may affect certain Guaranteed benefits, see      
"Guaranteed minimum income benefit" and "Guaranteed minimum death benefits"     
later in this section.                                                          

General dollar cost averaging and Investment simplifier, on the other hand, can 
only be used for systematic transfers to your Investment account variable       
investment options. Our Investment simplifier program is available for          
scheduled transfers from the guaranteed interest option to the Investment       
account variable investment options. Our General dollar cost averaging program  
is available for scheduled transfers from the EQ/Money Market variable          
investment option to the Investment account variable investment options. Below, 
we provide detail regarding each of the programs.                               

Generally, you may not elect both a dollar cost averaging program and a         
rebalancing option. The only exception is if you elect our Investment           
simplifier program with Option I under our rebalancing programs, which does not 
rebalance amounts in the guaranteed interest option. For more information on    
our rebalancing programs, see "Rebalancing among your Investment account        
variable investment options and guaranteed interest option" in "Transferring    
your money among investment options."                                           

We do not deduct a transfer charge for any transfer made in connection with our 
dollar cost averaging programs. We may, at any time, exercise our right to      
terminate transfers to any of the variable investment options and to limit the  
number of variable investment options which you may elect. Not all dollar cost  
averaging programs are available in all states. For a state-by-state            
description of all material variations of this contract, including information  
on the availability of our dollar cost averaging programs in your state, see    
Appendix V later in this Prospectus.                                            

OUR SPECIAL DCA PROGRAM. Under the special dollar cost averaging program, you   
may dollar cost average from the account for special dollar cost averaging,     
which is part of the general account. We credit daily interest, which will      
never be less than 1% or the guaranteed lifetime minimum rate for the           
guaranteed interest option, whichever is greater, to amounts allocated to this  
account. Currently, the guaranteed lifetime minimum rate is 1.00%. We guarantee 
to pay the current interest rate that is in effect on the date that your        
contribution is allocated to this account. That interest rate will apply to     
that contribution as long as it remains in the account for special dollar cost  
averaging. The guaranteed interest rate for the time period that you select     
will be shown in your contract for your initial contribution. We set the        
interest rates periodically, based on our discretion and according to           
procedures that we have. We reserve the right to change these procedures.       

We will transfer amounts from the account for special dollar cost averaging     
into the investment options you designate over an available time period that    
you select. If the special dollar cost averaging program is selected at the     
time of the application to purchase the contract, a 60 day rate lock will apply 
from the date of application. Any contribution(s) received during this 60 day   
period will be credited with the interest rate offered on the date of           
application for the duration of the special dollar cost averaging time period.  
Any contribution(s) received after the 60 day rate lock period has ended will   
be credited with the then current interest rate for the duration of the time    
period selected. Once the time period you selected has ended, you may select    
another time period for future contributions. At that time, you may also select 
a different allocation for transfers to the investment options, or, if you      
wish, we will continue to use the allocation that you previously made.          

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

Under the Special DCA program, the following applies:                           

..   Initial contributions to the Special DCA program must be at least $2,000;  
subsequent contributions to an existing Special DCA program must be at  
least $250;                                                             

..   Subsequent contributions to an existing program do not extend the time     
period of the program;                                                  

..   Contributions into the Special DCA program must be new contributions; you  
 may not make transfers from amounts allocated to other investment options
to initiate the Special DCA program;                                    

..   We offer time periods of 3, 6 or 12 months. We may also offer other time   
 periods. You may only have one time period in effect at any time and once
you select a time period, you may not change it;                        

..   You can enroll in a Special DCA program on your contract application or at 
any time you make a new contribution. A program will become effective on
  the date we receive your first contribution directing us to allocate funds
  to the account for special dollar cost averaging. The date we receive your
initial contribution will also be the date of the first transfer to the 
other variable investment options in accordance with your allocation    
instructions for the program. Each subsequent transfer date for the time
 period selected will be one month from the date of the previous transfer.
 If a transfer date falls on a non-business day, the transfer will be made
on the next business day. We will transfer all amounts by the end of the
chosen time period for your program.                                    

  For example, assume you enroll in a 3-month Special DCA program. On the date
we receive your initial contribution (say, $60,000) to the program, your  
program becomes effective and the first transfer of $20,000 is made       
immediately in accordance with your program's allocation instructions. The
second transfer of $20,000 will be made one month after your first        
contribution and the third and final transfer of $20,000 will be made two 
months after your first contribution;                                     

..   The only transfers that will be made from your program are your regularly  
 scheduled transfers to the variable investment options. If you request to
 transfer any other amounts from your program, we will transfer all of the
value that you have remaining in the account to the investment options  
   according to the allocation percentages for the Special DCA program that we
have on file for you, and your program will terminate;                  

..   Contributions to the Special DCA program may be designated for the         
Protected Benefit account variable investment options, the Investment   
  account variable investment options and/or the guaranteed interest option,
subject to the following:                                               

-- If you want to take advantage of the Special DCA program, 100% of your 
 contribution must be allocated to the account for special dollar cost
    averaging. In other words, your contribution cannot be split between the
    Special DCA program and any other investment options available under the
contract.                                                           

-- Up to 25% of your Special DCA program may be designated for the        
    guaranteed interest option, even if such a transfer would result in more
  than 25% of your Total account value being allocated to the guaranteed
   interest option. See "Transferring your account value" in "Transferring
your money among investment options" later in this Prospectus;      

..   Your instructions for the program must match your allocation instructions  
on file on the day the program is established. If you change your       
   allocation instructions on file while the Special DCA program is in effect,
  the ratio of amounts allocated to the Protected Benefit account to amounts
  allocated to the Investment account will not change. However, amounts will
be allocated within each account according to your new instructions;    

..   Your Guaranteed benefit base(s) will be increased to reflect any           
contribution to the Special DCA program that you have instructed us to  
  transfer to the Protected Benefit account variable investment options. The
  Annual Roll-up rate (or Deferral Roll-up rate, if applicable) in effect on
   your contract will apply immediately to any contribution that is designated
to be transferred to the Protected Benefit account variable investment  
options.                                                                

..   IF WE EXERCISE OUR RIGHT TO DISCONTINUE THE ACCEPTANCE OF, AND/OR PLACE    
 ADDITIONAL LIMITATIONS ON, CONTRIBUTIONS AND TRANSFERS INTO THE PROTECTED
 BENEFIT ACCOUNT VARIABLE INVESTMENT OPTIONS, AND YOUR SPECIAL DCA PROGRAM
HAS TRANSFERS SCHEDULED TO THE PROTECTED BENEFIT ACCOUNT VARIABLE       
INVESTMENT OPTIONS, THE PROGRAM WILL CONTINUE FOR ITS DURATION. HOWEVER,
SUBSEQUENT CONTRIBUTIONS TO ANY PROTECTED BENEFIT ACCOUNT VARIABLE      
INVESTMENT OPTIONS UNDER THE SPECIAL DCA PROGRAM WILL NOT BE PERMITTED; 

..   Except for withdrawals made under our Automatic RMD withdrawal service or  
our other automated withdrawal programs (systematic withdrawals and     
substantially equal withdrawals), or for the assessment of contract     
 charges, any unscheduled partial withdrawal from your Special DCA program
will terminate your Special DCA program. Any amounts remaining in the   
   account after the program terminates will be transferred to the destination
investment options according to your Special DCA program allocation     
instructions. Any withdrawal which results in a reduction in the Special
DCA program amount previously included in your Guaranteed benefit bases 
will reduce the Guaranteed benefit bases as described later in this     
  Prospectus. See "How withdrawals affect your Guaranteed benefits" later in
this section;                                                           

..   For contracts with the GMIB, ATP transfers are not taken out of amounts    
 allocated to the Special DCA program. Please see ''Asset transfer program
(''ATP'')'' later in this section;                                      

..   Generally, you may not elect both a dollar cost averaging program and a    
rebalancing option. The only exception is if you elect our Investment   
   simplifier program with Option I under our rebalancing programs, which does
 not rebalance amounts in the guaranteed interest option. See "Rebalancing
among your Investment account variable investment options and guaranteed
interest option" in "Transferring your money among investment options"  
later in this Prospectus to learn more about rebalancing;               

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..   All of the dollar cost averaging programs available under your Retirement  
Cornerstone(R) Series E contracts can be selected if you enrolled in our
   Systematic transfer program. However, no amounts will be transferred out of
the Special DCA program as part of the Systematic transfer program;     

..   The Special DCA program may not be in effect at the same time as a general 
dollar cost averaging program;                                          

..   The only dollar cost averaging program available to fund your Guaranteed   
benefits is the Special DCA program;                                    

..   You may cancel your participation at any time. If you terminate your       
   Special DCA program, we will allocate any remaining amounts in your Special
DCA program pursuant to your program allocations on file;               

..   If you are dollar cost averaging into the Protected Benefit account        
   variable investment options when you decide to drop all Guaranteed benefits
  ("post-funding drop"), we will default future transfers designated for the
  Protected Benefit account variable investment options to the corresponding
Investment account variable investment options that invest in the same  
underlying Portfolios. Also, you can cancel your Special DCA program and
 accelerate all transfers to the corresponding Investment account variable
investment options. See "Dropping or changing your Guaranteed benefits" 
later in this section and Appendix I for more information; and          

..   We may offer these programs in the future with transfers on a different    
basis. Your financial professional can provide information in the time  
periods and interest rates currently available in your state, or you may
contact our processing office.                                          

GENERAL DOLLAR COST AVERAGING PROGRAM                                           

If your value in the EQ/Money Market variable investment 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 any of the Investment  
account variable investment options. For a state-by-state description of all    
material variations of this contract, including information on the availability 
of our general dollar cost averaging program, see Appendix V later in this      
Prospectus.                                                                     

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 EQ/Money Market variable investment option have been transferred 
out. The minimum amount that we will transfer each time is $250. The            
instructions for the program may differ from your allocation instructions on    
file.                                                                           

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

You may not participate in our optional rebalancing programs if you elect the   
general dollar cost averaging program.                                          

INVESTMENT SIMPLIFIER                                                           

FIXED-DOLLAR OPTION. Under this option, you may elect to have a fixed-dollar    
amount transferred out of the guaranteed interest option and into the           
Investment account variable investment options of your choice. Transfers may be 
made on a monthly, quarterly or annual basis. You can specify the number of     
transfers or instruct us to continue to make transfers until all available      
amounts in the guaranteed interest option have been transferred out.            

In order to elect the fixed-dollar option, you must have a minimum of $5,000 in 
the guaranteed interest option on the date we receive your election form at our 
processing office. The transfer date will be the same calendar day of the month 
as the contract date but not later than the 28th day of the month. The minimum  
transfer amount is $50. Also, this option is subject to the guaranteed interest 
option transfer limitations described under "Transferring your account value"   
in "Transferring your money among investment options" later in this Prospectus. 
While the program is running, any transfer that exceeds those limitations will  
cause the program to end for that contract year. You will be notified if this   
occurs. You must send in a request form to resume the program in the next or    
subsequent contract years.                                                      

If, on any transfer date, your value in the guaranteed interest option is equal 
to or less than the amount you have elected to have transferred, the entire     
amount will be transferred, provided the transfer complies with the same        
guaranteed interest option transfer limitations referenced above. If the        
transfer does not comply with the transfer limitations, the transfer will not   
be made and the program will end. You may change the transfer amount once each  
contract year or cancel this program at any time.                               

INTEREST SWEEP OPTION. Under this option, you may elect to have monthly         
transfers from amounts in the guaranteed interest option into the Investment    
account variable investment options of your choice. The transfer date will be   
the last business day of the month. The amount we will transfer will be the     
interest credited to amounts you have in the guaranteed interest option from    
the last business day of the prior month to the last business day of the        
current month. You must have at least $7,500 in the guaranteed interest option  
on the date we receive your election. If the amount in the guaranteed interest  
option falls below $7,500 at the beginning of the month, no transfer will be    
made that month. We will automatically cancel the interest sweep program if the 
amount in the guaranteed interest option is less than $7,500 on the last day of 
the month for two months in a row. For the interest sweep option, the first     
monthly transfer will occur on the last business day of the month following the 
month that we receive your election form at our processing office. Transfers    
under the Interest sweep option are subject to the guaranteed interest option   
transfer limitations described under "Transferring your account value" in       
"Transferring your money among investment options" later in this Prospectus.    

ANNUITY PURCHASE FACTORS                                                        

Annuity purchase factors are the factors applied to determine your periodic     
payments under the GMIB and annuity payout options. The GMIB is discussed under 
''Guaranteed minimum income benefit (''GMIB'')'' below and annuity payout       
options are discussed under ''Your annuity payout options'' in ''Accessing your 
money'' later in this Prospectus. Annuity purchase factors are based on         
interest rates, mortality tables, frequency of payments, the form of annuity    
benefit,                                                                        

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and the owner's (and any joint owner's) age and sex in certain instances. We    
may provide more favorable current annuity purchase factors for the annuity     
payout options.                                                                 

GUARANTEED MINIMUM INCOME BENEFIT                                               

This section describes the Guaranteed minimum income benefit, or "GMIB". The    
GMIB guarantees, subject to certain restrictions, annual lifetime payments      
("Lifetime GMIB payments") that are calculated by applying your GMIB benefit    
base to guaranteed annuity purchase factors. You choose whether you want the    
option to be paid on a single or joint life basis at the time the GMIB is       
exercised.                                                                      

Lifetime GMIB payments will begin at the earliest of:                           

(i)the next contract year following the date your Protected Benefit account     
value falls to zero (provided the no lapse guarantee is in effect);       

(ii)the contract date anniversary following your 95th birthday; or              

(iii)your election to exercise the GMIB.                                        

We reserve the right to change the annuity option or make other forms of payout 
options available at any time. For a description of payout options, see "Your   
annuity payout options" in "Accessing your money" later in this Prospectus.     

When you exercise the GMIB, the annual lifetime income that you will receive    
will be the greater of (i) your GMIB which is calculated by applying your GMIB  
benefit base to GMIB guaranteed annuity purchase factors, or (ii) the income    
provided by applying your Protected Benefit account value to our then current   
annuity purchase factors or base contract guaranteed annuity purchase factors.  
The GMIB benefit base is applied only to the guaranteed annuity purchase        
factors under the GMIB in your contract and not to any other guaranteed or      
current annuity purchase rates. Your Total account value is never applied to    
the guaranteed annuity purchase factors under GMIB. The amount of income you    
actually receive will be determined when we receive your request to exercise    
the benefit.                                                                    

If there is no Investment account value remaining when you elect to receive     
annual lifetime income, your contract (including its death benefit and any      
account or cash values) will terminate and you will receive a new contract for  
the annuity payout option. For a discussion of when your payments will begin    
and end, see "Exercise of Guaranteed minimum income benefit" below.             

BEFORE YOU ELECT THE GMIB, YOU SHOULD CONSIDER THE FACT THAT IT PROVIDES A FORM 
OF INSURANCE AND IS BASED ON CONSERVATIVE ACTUARIAL FACTORS. THEREFORE, EVEN IF 
YOUR PROTECTED BENEFIT ACCOUNT VALUE IS LESS THAN YOUR BENEFIT BASE, YOU MAY    
GENERATE MORE INCOME BY APPLYING YOUR PROTECTED BENEFIT ACCOUNT VALUE TO        
CURRENT ANNUITY PURCHASE FACTORS. We will make this comparison for you upon     
request.                                                                        

Surrendering your contract will terminate your GMIB. Please see "Surrendering   
your contract to receive its cash value" in "Accessing your money" later in     
this Prospectus.                                                                

The GMIB also allows you to take certain withdrawals (your "Annual withdrawal   
amount") prior to the beginning of your Lifetime GMIB payments without reducing 
your GMIB benefit base. Your Annual withdrawal amount for the next contract     
year is calculated each contract date anniversary by applying a percentage      
("the Annual Roll-up rate") to your GMIB benefit base. Lifetime GMIB payments   
and your Annual withdrawal amount are described later in this section. With     
respect to your GMIB, it is important to note the following:                    

..   Once a withdrawal is taken from your Protected Benefit account, you cannot 
make additional contributions to your Protected Benefit account, either 
  directly or through the Special DCA program. You can, however, continue to
make transfers from your Investment account to the Protected Benefit    
 account variable investment options until such time you make a subsequent
 contribution to your Investment account at which point transfers into the
  Protected Benefit account will no longer be available. Scheduled transfers
from an existing Special DCA program will continue, even after such     
subsequent contribution is made to the Investment account.              

..   Withdrawals in excess of your Annual withdrawal amount (an "Excess         
withdrawal") can greatly reduce the value of your GMIB. An Excess       
 withdrawal that reduces your Protected Benefit account value to zero will
cause your GMIB to terminate.                                           

In order to fund your Guaranteed minimum income benefit, you must make          
contributions or transfers to the Protected Benefit account.                    

The GMIB can be elected by owners age 20 - 80 and with all contract types. If   
the contract is jointly owned, eligibility for the GMIB will be based on the    
older owner's age. The GMIB cannot be added to your contract at a later date,   
if you do not elect this benefit at issue.                                      

You can drop your GMIB at any time prior to funding your Protected Benefit      
account. If you fund your Protected Benefit account at issue, you can drop your 
GMIB if your contract has been in force for at least four contract years. If    
you fund your Protected Benefit account after issue, you cannot drop the GMIB   
until the later of (i) the contract date anniversary following the date the     
Protected Benefit account is funded and (ii) four years from contract issue. It 
is important to note that if you decide to drop your GMIB, either before or     
after funding your Protected Benefit account, your Guaranteed minimum death     
benefit may be affected. Please see "Dropping or changing your Guaranteed       
benefits" later in this section and Appendix I for more information.            

When you purchase a contract with the GMIB, you can combine it with one of our  
Guaranteed minimum death benefits: (i) the Return of Principal death benefit,   
(ii) the Highest Anniversary Value death benefit, or (iii) the "Greater of"     
death benefit. The GMIB cannot be combined with the "Greater of" death benefit  
if you are age 66 or older, or with the RMD Wealth Guard death benefit at the   
time your contract is issued.                                                   

There is an additional charge for the GMIB which is described under "Guaranteed 
minimum income benefit charge" in "Charges and expenses" later in this          
Prospectus.                                                                     

If you have the GMIB and change ownership of the contract, this benefit will    
automatically terminate, except under certain circumstances. See "Transfers of  
ownership, collateral assignments, loans and borrowing" in "More information,"  
later in this Prospectus.                                                       

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THE GUARANTEED MINIMUM INCOME BENEFIT SHOULD BE REGARDED AS A SAFETY NET ONLY.  
--------------------------------------------------------------------------------

GMIB BENEFIT BASE                                                               

Your GMIB has a benefit base. We apply a Roll-up rate to your GMIB benefit base 
and lock-in the Roll-up rate for your first two contract years. We refer to     
this as the GMIB Two-Year Lock. For information on the GMIB Two-Year Lock, see  
"New business rates" later in this Prospectus.                                  

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Your GMIB benefit base is not an account value or cash value. The GMIB benefit  
base is used to calculate your Lifetime GMIB payments, your Annual withdrawal   
amount and the charge for the benefit. Your GMIB benefit base is equal to:      

..   Your initial contribution and any subsequent contributions to the Protected
   Benefit account variable investment options, either directly or through the
Special DCA program; plus                                               

..   Any amounts in the Special DCA program that are designated for future      
    transfers to the Protected Benefit account variable investment options; plus

..   Any transfers to the Protected Benefit account variable investment options;
less                                                                    

..   A deduction that reflects any "Excess withdrawal" amounts; less            

..   A deduction that reflects (a) in the contract year of first funding, the   
 dollar amount of any RMD from the Protected Benefit account taken through
   our RMD program and (b) in the subsequent contract years, the dollar amount
of any RMD from the Protected Benefit account in excess of the Annual   
withdrawal amount taken through our RMD program; plus                   

..   "Deferral Roll-up amount" OR any "Annual Roll-up amount", minus a deduction
that reflects any withdrawals up to the Annual withdrawal amount. A     
 withdrawal from your Protected Benefit account in the first contract year
 in which the Protected Benefit account is funded is an Excess withdrawal.
  Any such withdrawal will reduce (i) your Roll-up to age 85 benefit base on
   a pro rata basis and (ii) your Annual Roll-up amount on a dollar-for-dollar
basis, but not less than zero.                                          

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EITHER THE DEFERRAL ROLL-UP AMOUNT OR THE ANNUAL ROLL-UP AMOUNT IS CREDITED TO  
THE BENEFIT BASES OF YOUR GUARANTEED BENEFITS ON EACH CONTRACT DATE             
ANNIVERSARY. THESE AMOUNTS ARE CALCULATED BY TAKING INTO ACCOUNT YOUR GMIB      
BENEFIT BASE FROM THE PRECEDING CONTRACT DATE ANNIVERSARY, THE APPLICABLE       
ROLL-UP RATE UNDER YOUR CONTRACT, CONTRIBUTIONS AND TRANSFERS TO THE PROTECTED  
BENEFIT ACCOUNT DURING THE CONTRACT YEAR AND FOR THE ANNUAL ROLL-UP AMOUNT, ANY 
WITHDRAWALS UP TO THE ANNUAL WITHDRAWAL AMOUNT DURING THE CONTRACT YEAR. A      
WITHDRAWAL FROM YOUR PROTECTED BENEFIT ACCOUNT IN THE FIRST CONTRACT YEAR IN    
WHICH THE PROTECTED BENEFIT ACCOUNT IS FUNDED IS AN EXCESS WITHDRAWAL. ANY SUCH 
WITHDRAWAL WILL REDUCE (I) YOUR ROLL-UP TO AGE 85 BENEFIT BASE ON A PRO RATA    
BASIS AND (II) YOUR ANNUAL ROLL-UP AMOUNT ON A DOLLAR-FOR-DOLLAR BASIS, BUT NOT 
LESS THAN ZERO. HOWEVER, A RMD WITHDRAWAL FROM OUR RMD PROGRAM WILL NOT REDUCE  
YOUR ANNUAL ROLL-UP AMOUNT IN THE YEAR YOU FIRST FUND YOUR PROTECTED BENEFIT    
ACCOUNT. THE CALCULATION OF BOTH THE DEFERRAL ROLL-UP AMOUNT AND THE ANNUAL     
ROLL-UP AMOUNT ARE DISCUSSED LATER IN THIS SECTION.                             

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

Beginning in the contract year that follows the contract year in which you fund 
your Protected Benefit account, if your Lifetime GMIB payments have not begun,  
you can withdraw up to your Annual withdrawal amount without reducing your GMIB 
benefit base. However, those same withdrawals will reduce the Annual Roll-up    
amount that would otherwise be applied to the GMIB benefit base at the end of   
the contract year. Remember that the Roll-up amount applicable under your       
contract does not become part of your GMIB benefit base until the end of the    
contract year. THE PORTION OF ANY WITHDRAWAL IN EXCESS OF YOUR ANNUAL           
WITHDRAWAL AMOUNT WILL REDUCE YOUR GMIB BENEFIT BASE ON A PRO RATA BASIS. SEE   
"ANNUAL WITHDRAWAL AMOUNT" LATER IN THIS SECTION.                               

Unless you decline or elect a different annual reset option, you will be        
enrolled in the automatic annual reset program and your GMIB benefit base will  
automatically "reset" to equal the Protected Benefit account value, if higher,  
on every contract date anniversary from your contract date, up to the contract  
date anniversary following your 95th birthday or contract maturity, if earlier. 
See "Annual reset options" later in this section.                               

Only amounts you allocate to the Protected Benefit account variable investment  
options and amounts in the Special DCA program designated for the Protected     
Benefit account variable investment options will fund your GMIB. These amounts  
will be included in your GMIB benefit base and will become part of your         
Protected Benefit account value. See "Allocating your contributions" earlier in 
this section for more information.                                              

For example:                                                                    

You purchase a Retirement Cornerstone(R) -- Series E contract with an initial   
contribution of $100,000 and allocate $60,000 to the Protected Benefit account  
variable investment options and $40,000 to the Investment account variable      
investment options. Your initial GMIB benefit base will be $60,000.             

You can fund your GMIB benefit by allocating money to the Protected Benefit     
account variable investment options (either directly or through the special DCA 
program) immediately or at some later date. Allocations to the Protected        
Benefit account variable investment options also fund your Guaranteed minimum   
death benefit.                                                                  

Your "Deferral Roll-up amount" and "Annual Roll-up amount" are described below. 
Your GMIB benefit base stops "rolling up" on the contract date anniversary      
following the owner's (or older joint owner's, if applicable) 95th birthday. If 
the annuitant is older than the owner, the contract maturity date (the point at 
which Lifetime GMIB payments must begin and Roll-ups will end) will precede the 
owner's 95th birthday.                                                          

For contracts with non-natural owners, the GMIB benefit base will be based on   
the annuitant's (or older joint annuitant's) age.                               

The amount of the deduction for an "Excess withdrawal" and the deduction for    
the Annual withdrawal amount are described under "How withdrawals affect your   
Guaranteed benefits" later in this section.                                     

As discussed earlier in this section, your GMIB benefit base is not an account  
value or cash value. As a result, the GMIB benefit base cannot be split or      
divided in any proportion in connection with a divorce. See "How divorce may    
affect your Guaranteed benefits" in "More information."                         

Please see Appendix III later in this Prospectus for an example of how the GMIB 
benefit base is calculated.                                                     

You do not have an Annual withdrawal amount in the first contract year in which 
you fund your Protected Benefit account. A withdrawal from your Protected       
Benefit account in the first contract year in which you fund the Protected      
Benefit account will reduce your GMIB benefit base on a pro rata basis.         
Beginning with the contract year that follows the contract year in which you    
fund your Protected Benefit account, if your Lifetime GMIB payments have not    
begun, withdrawals up to your Annual withdrawal amount will not reduce your     
GMIB benefit base. The portion of a withdrawal in excess of your Annual         
withdrawal amount will reduce your GMIB benefit base on a pro rata basis. See   
"Annual withdrawal amount" later in this section.                               

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For a description of how the ATP exit option will impact your GMIB benefit      
base, see ''ATP exit option'' later in this section.                            

GMIB BENEFIT BASE RESET                                                         

Unless you decline or elect a different annual reset option, you will be        
enrolled in the automatic annual reset program and your GMIB benefit base will  
automatically "reset" to equal the Protected Benefit account value, if higher,  
on every contract date anniversary from the date you first fund your Protected  
Benefit account, up to the contract date anniversary following your 95th        
birthday or contract maturity, if earlier. You must notify us in writing that   
you want to opt out of any automatic reset program. You can send us a written   
request to opt back in to an automatic reset program at a later date. We        
reserve the right to change or discontinue our reset programs at any time.      

If a reset is not applicable on your contract date anniversary, the GMIB        
benefit base will not be eligible to be reset again until the next contract     
date anniversary. For jointly-owned contracts, eligibility to reset the GMIB    
benefit base is based on the age of the older owner. For non-naturally owned    
contracts, eligibility is based on the age of the annuitant or older joint      
annuitant.                                                                      

ANNUAL RESET OPTIONS. We will send you a notice in each year that the GMIB      
benefit base is eligible to be reset. If you are not enrolled in either the     
automatic annual reset program or the automatic customized reset program you    
will have 30 days from your contract date anniversary to request a reset. At    
any time, you may choose one of the three available reset methods: one-time     
reset option, automatic annual reset program or automatic customized reset      
program. IF, AT THE TIME OF APPLICATION, YOU DO NOT DECLINE THE AUTOMATIC       
ANNUAL RESET PROGRAM OR ELECT A DIFFERENT ANNUAL RESET OPTION, YOU WILL BE      
ENROLLED IN THE AUTOMATIC ANNUAL RESET PROGRAM.                                 

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ONE-TIME RESET OPTION -- RESETS YOUR GMIB BENEFIT BASE ON A SINGLE CONTRACT     
DATE ANNIVERSARY.                                                               
AUTOMATIC ANNUAL RESET PROGRAM -- AUTOMATICALLY RESETS YOUR GMIB BENEFIT BASE   
ON EACH CONTRACT DATE ANNIVERSARY YOU ARE ELIGIBLE FOR A RESET.                 
AUTOMATIC CUSTOMIZED RESET PROGRAM -- AUTOMATICALLY RESETS YOUR GMIB BENEFIT    
BASE ON EACH CONTRACT DATE ANNIVERSARY, IF ELIGIBLE, FOR THE PERIOD YOU         
DESIGNATE.                                                                      
--------------------------------------------------------------------------------

One-time reset requests will be processed as follows:                           

(i)if your request is received within 30 days following your contract date      
anniversary, your GMIB benefit base will be reset, if eligible, as of that
 contract date anniversary. If your GMIB benefit base was not eligible for a
  reset on that contract date anniversary, your one-time reset request will be
terminated;                                                               

(ii)if your request is received outside the 30 day period following your        
contract date anniversary, your GMIB benefit base will be reset, if     
  eligible, on the next contract date anniversary. If your GMIB benefit base
    is not eligible for a reset, your one-time reset request will be terminated.

Once your one-time reset request is terminated, you must submit a new request   
in order to reset your benefit base.                                            

If you wish to cancel your elected reset program, your request must be received 
by our processing office at least one business day prior to your contract date  
anniversary to terminate your reset program for such contract date anniversary. 
Cancellation requests received after this window will be applied the following  
year. A reset cannot be cancelled after it has occurred. For more information,  
see ''How to reach us'' earlier in this Prospectus.                             

EFFECT OF GMIB BENEFIT BASE RESETS. IT IS IMPORTANT TO NOTE THAT ONCE YOU HAVE  
RESET YOUR GMIB BENEFIT BASE, A NEW WAITING PERIOD TO EXERCISE THE GMIB WILL    
APPLY FROM THE DATE OF THE RESET. YOUR NEW EXERCISE DATE WILL BE THE TENTH      
CONTRACT DATE ANNIVERSARY FOLLOWING THE RESET OR, IF LATER, THE EARLIEST DATE   
YOU WOULD HAVE BEEN PERMITTED TO EXERCISE WITHOUT REGARD TO THE RESET, BUT IN   
NO EVENT WILL IT BE LATER THAN THE CONTRACT DATE ANNIVERSARY FOLLOWING AGE 95.  
See ''Exercise rules'' and ''How withdrawals affect your Guaranteed benefits''  
below for more information. Please note that in most cases, resetting your GMIB 
benefit base will lengthen the exercise waiting period. Also, even when there   
is no additional charge when you reset your Roll-up benefit base, the total     
dollar amount charged on future contract date anniversaries may increase as a   
result of the reset since the charges may be applied to a higher benefit base   
than would have been otherwise applied. See ''Charges and expenses'' later in   
this Prospectus.                                                                

Owners of traditional IRA or QP contracts should consider the effect of the     
waiting period on the requirement to take lifetime required minimum             
distributions before resetting the GMIB benefit base. If a QP contract is       
converted to an IRA, in a direct rollover, the waiting period for the reset     
under the IRA contract will include any time that the QP contract was a funding 
vehicle under the plan. If a traditional IRA contract owner or a plan           
participant must begin taking lifetime required minimum distributions during    
the 10-year waiting period, the individual may want to consider taking the      
annual lifetime required minimum distribution calculated for the contract from  
another permissible contract or funding vehicle. See ''How withdrawals affect   
your Guaranteed benefits'' later in this section and ''Lifetime required        
minimum distribution withdrawals'' in ''Accessing your money.'' Also, see       
''Required minimum distributions'' under ''Individual retirement arrangements   
(IRAs)'' in ''Tax information'' and Appendix II -- ''Purchase considerations    
for QP Contracts'' later in this Prospectus.                                    

ANNUAL ROLL-UP RATE                                                             

The Annual Roll-up rate is used to calculate your Annual withdrawal amount. It  
is also used to calculate amounts credited to your GMIB benefit base for the    
contract year in which the first withdrawal is made from your Protected Benefit 
account and all subsequent contract years. A different Roll-up rate is used to  
calculate amounts credited to your GMIB benefit base in the contract years      
prior to the first withdrawal from your Protected Benefit account -- it is      
called the "Deferral Roll-up rate". The Deferral Roll-up rate is described      
below.                                                                          

The Annual Roll-up rate is variable and is tied to the Ten-Year Treasuries      
Formula Rate described below, but the minimum rate will never be less than 4%   
under the GMIB Two-Year Lock or greater than 8% in all contract years. The      
Annual Roll-up rate will be set at our discretion, subject to the stated        
minimum. We reserve the right, however, to declare an Annual Roll-up rate that  
is greater than 8%.                                                             

..   TEN-YEAR TREASURIES FORMULA RATE. For each calendar quarter, this rate is  
 the average of the rates for the ten-year U.S. Treasury notes on each day
for which such rates are reported                                       

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 during the 20 calendar days ending on the 15th day of the last month of the
preceding calendar quarter, plus 1.00%, rounded to the nearest 0.10%. U.S.
Treasury rates will be determined from the Federal Reserve Board Constant 
 Maturity Series or such comparable rates as may be published by the Federal
Reserve Board or generally available reporting services if the Federal    
Reserve Board Constant Maturity Series is discontinued.                   

DEFERRAL ROLL-UP RATE                                                           

The Deferral Roll-up rate is only used to calculate amounts credited to your    
GMIB benefit base through the end of the contract year that precedes the        
contract year in which the first withdrawal is made from your Protected Benefit 
account. The Deferral Roll-up rate is never used to calculate your Annual       
withdrawal amount under the GMIB.                                               

Beginning with the first contract year in which you fund your Protected Benefit 
account, the Roll-up amount credited to your GMIB benefit base at the end of    
the contract year (the "Deferral Roll-up amount") will be calculated using the  
Deferral Roll-up rate. Once you take a withdrawal from your Protected Benefit   
account, the Deferral Roll-up amount will not be credited at the end of the     
contract year in which the withdrawal was taken and will terminate for the life 
of the contract. Instead, the Annual Roll-up amount will be credited.           

The Deferral Roll-up rate is designed as an incentive to defer taking your      
first withdrawal from your Protected Benefit account until later contract years 
while potentially building greater Guaranteed benefit bases with a higher       
Roll-up rate.                                                                   

The Deferral Roll-up rate is variable and is tied to the Deferral Ten-Year      
Treasuries Formula Rate described below. The minimum Deferral Roll-up rate will 
never be less than 4% under the GMIB Two-Year Lock or greater than 8% in all    
contract years up until the first withdrawal from the Protected Benefit         
account. The Deferral Roll-up rate will be set at our discretion, subject to    
the stated minimum. We reserve the right, however, to declare a Deferral        
Roll-up rate that is greater than 8%.                                           

..   DEFERRAL TEN-YEAR TREASURIES FORMULA RATE. For each calendar quarter, this 
rate is the average of the rates for the ten-year U.S. Treasury notes on
each day for which such rates are reported during the 20 calendar days  
   ending on the 15th day of the last month of the preceding calendar quarter,
plus 2.00%, rounded to the nearest 0.10%. U.S. Treasury rates will be   
  determined from the Federal Reserve Board Constant Maturity Series or such
comparable rates as may be published by the Federal Reserve Board or    
generally available reporting services if the Federal Reserve Board     
Constant Maturity Series is discontinued.                               

As described above, both the Annual Roll-up rate and the Deferral Roll-up rate  
will never be less than 4% under the GMIB Two-Year Lock or greater than 8% in   
all contract years. Based on the underlying formula rates that are used in      
arriving at the two Roll-up rates, it is expected that the Deferral Roll-up     
rate will generally be 1.00% greater than the Annual Roll-up rate. However,     
this is not guaranteed. In certain interest rate environments, the Deferral     
Roll-up rate may not always be 1.00% greater than the Annual Roll-up rate. In   
some cases, it may be more or less than 1.00% greater than the Annual Roll-up   
rate.                                                                           

Also, the Lock-in Rate, which is the rate declared for the rate-hold period,    
may affect your Deferral Roll-up rate. In some cases, it may be more or less    
than 1.00% greater than the Annual Roll-up rate. The Lock-in Rates are          
described further in this section under "New business rates."                   

Examples:                                                                       

..   Assume the calculation of Ten-Year Treasuries Formula Rate results in an   
 Annual Roll-up rate of 3.25% and the calculation of the Deferral Ten-Year
  Treasuries Formula Rate results in a Deferral Roll-up rate of 4.25%. Since
the Annual Roll-up rate is subject to a guaranteed minimum of 4%, the   
Annual Roll-up rate would be 4%. The Deferral Roll-up rate would remain 
4.25% having met the same guaranteed minimum.                           

..   Assume the calculation of Ten-Year Treasuries Formula Rate results in an   
 Annual Roll-up rate of 7.25% and the calculation of the Deferral Ten-Year
  Treasuries Formula Rate results in a Deferral Roll-up rate of 8.25%. Since
 the Annual Roll-up rate is below the guaranteed maximum of 8%, the Annual
Roll-up rate would remain 7.25%. The Deferral Roll-up rate would be 8%  
because it would have exceeded our guaranteed maximum.                  

It is important to note that on each contract date anniversary, we will apply   
either the Annual Roll-up rate or the Deferral Roll-up rate to your GMIB        
benefit base based on whether you have ever taken a withdrawal from the         
Protected Benefit account. In statements we provide you, we will show you the   
Roll-up amounts under both rate scenarios. Once you take a withdrawal from your 
Protected Benefit account, the Deferral Roll-up rate will no longer be shown on 
your statements.                                                                

NEW BUSINESS RATES. Your initial Annual Roll-up rate will not be less than 4%   
under the GMIB Two-Year Lock or, if greater, the Ten-Year Treasuries Formula    
Rate. Your initial Deferral Roll-up rate will not be less than 4% under the     
GMIB Two-Year Lock or, if greater, the Deferral Ten-Year Treasuries Formula     
Rate. Once a contract is issued with the Annual Roll-up and Deferral rates that 
are in effect for new business, those rates will be applicable for two contract 
years. Any transfers or contributions to the Protected Benefit account variable 
investment options, either directly or through the Special DCA program that are 
designated for future transfers to the Protected Benefit account variable       
investment options during the time period in which new business rates or        
Lock-in Rates are in effect will get the new business rates.                    

These are your Annual Roll-up and Deferral Roll-up Lock-in Rates and they will  
apply to your contract for two contract years under the GMIB Two-Year Lock.     
Thereafter, Renewal rates will apply.                                           

RENEWAL RATES. After the Lock-in Rates are no longer in effect, a new Annual    
Roll-up rate will apply to your contract. A new Deferral Roll-up rate will also 
apply provided you have never taken a withdrawal from your Protected Benefit    
account. These "Renewal rates" will never be less than 4% under the GMIB        
Two-Year Lock or, if greater, the underlying Ten-Year Treasuries Formula Rate   
(for the Annual Roll-up rate) and Deferral Ten-Year Treasuries Formula Rate     
(for the Deferral Roll-up rate).                                                

These Renewal rates may be more than or less than, or equal to, your initial    
Annual Roll-up rate and Deferral Roll-up rate. We also reserve the right to set 
new Lock-in Rates that are higher than Renewal rates.                           

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Any transfers or contributions to the Protected Benefit account variable        
investment options, either directly or through the Special DCA program and any  
contribution amounts in the Special DCA program that are designated for future  
transfers to the Protected Benefit account variable investment options, after   
the first day of any contract year will get the Annual Roll-up rate and         
Deferral Roll-up rate in effect as of the most recent contract date anniversary.

NOTIFICATION OF ANNUAL ROLL-UP RATE AND RENEWAL RATES. If you have the GMIB,    
your contract will indicate the Annual Roll-up rate and Deferral Roll-up rate   
that are in effect. These rates may not be the same rates that were illustrated 
prior to your purchase of the contract. If you choose to fund the GMIB after    
the new business rates have expired, you can contact a Customer Service         
Representative or visit www.axa.com to find out the current Annual Roll-up rate 
and if applicable, the Deferral Roll-up rate for your contract. In addition,    
your annual statement of contract values will show your current Renewal rates,  
as well as the previous year's Annual Roll-up rate or Deferral Roll-up rate     
(whichever applies) for your contract. This information can also be found       
online, through your Online Access Account.                                     

--------------------------------------------------------------------------------
THE ANNUAL ROLL-UP RATE IS USED TO CALCULATE YOUR ANNUAL WITHDRAWAL AMOUNT AND  
THE CREDIT TO YOUR GMIB BENEFIT BASE IF YOU HAVE TAKEN A WITHDRAWAL FROM YOUR   
PROTECTED BENEFIT ACCOUNT. THE DEFERRAL ROLL-UP RATE IS USED TO CALCULATE THE   
CREDIT TO YOUR GMIB BENEFIT BASE UNTIL A WITHDRAWAL IS MADE.                    
--------------------------------------------------------------------------------

ANNUAL ROLL-UP AMOUNT AND ANNUAL GMIB BENEFIT BASE ADJUSTMENT                   

The Annual Roll-up amount is an amount credited to your GMIB benefit base on    
each contract date anniversary if there has ever been a withdrawal from your    
Protected Benefit account. The Annual Roll-up amount adjustment to your GMIB    
benefit base is a primary way to increase the value of your GMIB benefit base.  
This amount is calculated by taking into account your GMIB benefit base from    
the preceding contract date anniversary, the Annual Roll-up rate under your     
contract, contributions and transfers to the Protected Benefit account during   
the contract year and any withdrawals up to the Annual withdrawal amount during 
the contract year. A withdrawal from your Protected Benefit account in the      
first contract year in which the Protected Benefit account is funded is an      
Excess withdrawal. Any such withdrawal will reduce (i) your GMIB benefit base   
on a pro rata basis and (ii) your Annual Roll-up amount on a dollar-for-dollar  
basis, but not less than zero. However, a RMD withdrawal from our RMD program   
will not reduce your Annual Roll-up amount in the year you first fund your      
Protected Benefit account.                                                      

Your Annual Roll-up amount at the end of the contract year is calculated, as    
follows:                                                                        

..   Your GMIB benefit base on the preceding contract date anniversary,         
multiplied by:                                                          

..   The Annual Roll-up rate that was in effect on the first day of the contract
year; less                                                              

..   Any withdrawals up to the Annual withdrawal amount resulting in a          
dollar-for-dollar reduction of the Annual Roll-up amount; plus          

..   A pro-rated Roll-up amount for any contribution to the Protected Benefit   
account variable investment options during the contract year; plus      

..   A pro-rated Roll-up amount for any transfer from the Investment account    
   and/or Guaranteed interest option to the Protected Benefit account variable
investment options during the contract year; plus                       

..   A pro-rated Roll-up amount for any contribution amounts made during the    
contract year to the Special DCA program that are designated for future 
transfers to the Protected Benefit account variable investment options  
during the contract year.                                               

A PRO-RATED ROLL-UP AMOUNT IS BASED ON THE NUMBER OF DAYS IN THE CONTRACT YEAR  
AFTER THE CONTRIBUTION OR TRANSFER. (SINCE THERE IS NO ANNUAL WITHDRAWAL AMOUNT 
IN THE FIRST CONTRACT YEAR IN WHICH THE PROTECTED BENEFIT ACCOUNT IS FUNDED,    
ANY WITHDRAWALS IN THAT YEAR OTHER THAN RMD WITHDRAWALS FROM OUR RMD PROGRAM    
RESULT IN A DOLLAR-FOR-DOLLAR REDUCTION OF THE ANNUAL ROLL-UP AMOUNT (BUT NOT   
LESS THAN ZERO).)                                                               

DEFERRAL ROLL-UP AMOUNT AND ANNUAL GMIB BENEFIT BASE ADJUSTMENT                 

The Deferral Roll-up amount is an amount credited to your GMIB benefit base on  
each contract date anniversary provided you have never taken a withdrawal from  
your Protected Benefit account. The amount is calculated by taking into account 
your GMIB benefit base from the preceding contract date anniversary, the        
applicable Deferral Roll-up rate under your contract and contributions and      
transfers to the Protected Benefit account during the contract year. The        
Deferral Roll-up amount adjustment to your GMIB benefit base is a primary way   
to increase the value of your GMIB benefit base. Your Deferral Roll-up amount   
at the end of the contract year is calculated as follows:                       

..   your GMIB benefit base on the preceding contract date anniversary,         
multiplied by:                                                          

..   the Deferral Roll-up rate that was in effect on the first day of the       
contract year; plus                                                     

..   a pro-rated Deferral Roll-up amount for any contribution to the Protected  
  Benefit account variable investment options during the contract year; plus

..   a pro-rated Deferral Roll-up amount for any transfer from the Investment   
  account and/or Guaranteed interest option to the Protected Benefit account
variable investment options during the contract year; plus              

..   a pro-rated Deferral Roll-up amount for any contribution amounts made      
   during the contract year to the Special DCA program that are designated for
future transfers to the Protected Benefit account variable investment   
options during the contract year.                                       

A PRO-RATED DEFERRAL ROLL-UP AMOUNT IS BASED ON THE NUMBER OF DAYS IN THE       
CONTRACT YEAR AFTER THE CONTRIBUTION OR TRANSFER.                               

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

THE GMIB BENEFIT BASE STOPS ROLLING UP ON THE CONTRACT DATE ANNIVERSARY         
FOLLOWING THE OWNER'S (OR OLDER JOINT OWNER, IF APPLICABLE) 95TH BIRTHDAY OR,   
IF EARLIER, AT CONTRACT MATURITY, OR THE OWNER'S (OR OLDER JOINT OWNER'S, IF    
APPLICABLE) DEATH.                                                              

ANNUAL WITHDRAWAL AMOUNT                                                        

(APPLICABLE PRIOR TO THE BEGINNING OF LIFETIME GMIB PAYMENTS)                   

Your Annual withdrawal amount for the next contract year is calculated on each  
contract date anniversary beginning with the contract year that                 

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follows the contract year in which the Protected Benefit account is first       
funded, and is equal to:                                                        

..   the Annual Roll-up rate in effect at the time, multiplied by;              

..   the GMIB benefit base as of the most recent contract date anniversary.     

Beginning with the contract year that follows the contract year in which you    
fund your Protected Benefit account, if your Lifetime GMIB payments have not    
begun, you may withdraw up to your Annual withdrawal amount without reducing    
your GMIB benefit base and adversely affecting your Lifetime GMIB payments. IT  
IS IMPORTANT TO NOTE THAT WITHDRAWALS IN EXCESS OF YOUR ANNUAL WITHDRAWAL       
AMOUNT WILL HAVE A HARMFUL EFFECT ON BOTH YOUR GMIB BENEFIT BASE AND LIFETIME   
GMIB PAYMENTS. AN EXCESS WITHDRAWAL THAT REDUCES YOUR PROTECTED BENEFIT ACCOUNT 
TO ZERO WILL CAUSE YOUR GMIB TO TERMINATE.                                      

You do not have an Annual withdrawal amount in the contract year in which you   
fund the Protected Benefit account. A WITHDRAWAL FROM YOUR PROTECTED BENEFIT    
ACCOUNT IN THE FIRST CONTRACT YEAR IN WHICH THE PROTECTED BENEFIT ACCOUNT IS    
FUNDED IS AN EXCESS WITHDRAWAL AND WILL REDUCE (I) YOUR GMIB BENEFIT BASE ON A  
PRO RATA BASIS AND (II) YOUR ANNUAL ROLL-UP AMOUNT ON A DOLLAR-FOR-DOLLAR       
BASIS. Beginning with the contract year that follows the contract year in which 
your Protected Benefit account was first funded, the portion of a withdrawal    
from your Protected Benefit account in excess of your Annual withdrawal amount, 
and all subsequent withdrawals from your Protected Benefit account in that      
contract year, will always reduce your GMIB benefit base on a pro rata basis.   
This is referred to as an "Excess withdrawal". The reduction of your GMIB       
benefit base on a pro rata basis means that we calculate the percentage of your 
current Protected Benefit account value that is being withdrawn and we reduce   
your current GMIB benefit base by the same percentage. A pro rata withdrawal    
will have a significant adverse effect on your benefit base in cases where the  
Protected Benefit account value is less than the benefit base. For an example   
of how a pro rata reduction works, see "How withdrawals affect your Guaranteed  
benefits" later in this section and, for examples of how withdrawals affect     
your Annual withdrawal amount, see Appendix VII later in this Prospectus.       

Your Annual withdrawal amount is always calculated using the Annual Roll-up     
rate in effect for your contract at the beginning of the contract year. The     
Deferral Roll-up rate, described above, is never used for the purposes of       
calculating the Annual withdrawal amount. Your Annual withdrawal amounts are    
not cumulative. If you withdraw less than your Annual withdrawal amount in any  
contract year, you may not add the remainder to your Annual withdrawal amount   
in any subsequent year. Your Annual withdrawal amount may be more than or less  
than your Lifetime GMIB payments. Please refer to the beginning of this section 
for more information about "Lifetime GMIB payments".                            

EXAMPLE OF HOW YOUR ANNUAL WITHDRAWAL AMOUNT; ANNUAL ROLL-UP AMOUNT; DEFERRAL   
ROLL-UP AMOUNT AND ANNUAL GMIB BENEFIT BASE ADJUSTMENT; AND THE EFFECT OF AN    
EXCESS WITHDRAWAL IS CALCULATED.                                                

ANNUAL WITHDRAWAL AMOUNT. Assume you make a contribution of $200,000 and        
allocate $100,000 to your Protected Benefit account variable investment options 
and $100,000 to your Investment account variable investment options at issue.   
At the beginning of contract year three, assume you transfer $5,000 to your     
Protected Benefit account variable investment options. Also assume that your    
Annual Roll-up rate is 4% and your Deferral rate is 5% in each contract year.   
Accordingly, your GMIB benefit base on your third contract date anniversary is  
$121,012.                                                                       

The GMIB benefit base of $121,012 is calculated as follows:                     

You start with $100,000 allocated to the Protected Benefit account variable     
investment options. This amount is your initial GMIB benefit base.              

-- The first Deferral Roll-up amount increases your GMIB benefit base to  
$105,000. ($100,000 + $5,000)                                       

$100,000 (GMIB BENEFIT BASE) X 5% (DEFERRAL ROLL-UP RATE) = $5,000  
(DEFERRAL ROLL-UP AMOUNT)                                           

-- The second Deferral Roll-up amount increases your GMIB benefit base to 
$110,250. ($105,000 + $5,250)                                       

$105,000 (GMIB BENEFIT BASE) X 5% (DEFERRAL ROLL-UP RATE) = $5,250  
(DEFERRAL ROLL-UP AMOUNT)                                           

-- Your $5,000 transfer from the Investment account at the beginning of   
contract year three increases your GMIB benefit base to $115,250.   
($110,250 + $5,000)                                                 

-- The third Deferral Roll-up amount increases your GMIB benefit base to  
$121,012. ($115,250 + $5,762)                                       

$115,250 (GMIB BENEFIT BASE) X 5% (DEFERRAL ROLL-UP RATE) = $5,762  
(DEFERRAL ROLL-UP AMOUNT)                                           

Your Annual withdrawal amount as of the beginning of contract year four is      
equal to $4,840, calculated as follows:                                         

..   $121,012 (GMIB benefit base as of your most recent contract date           
anniversary) MULTIPLIED BY:                                             

..   4% (your current Annual Roll-up rate) EQUALS:                              

..   $4,840                                                                     

Please note that your Annual Roll-up rate is used to calculate your Annual      
withdrawal amount. The Deferral Roll-up rate is never used to calculate your    
Annual withdrawal amount.                                                       

ANNUAL ROLL-UP AMOUNT AND ANNUAL BENEFIT BASE ADJUSTMENT. Further assume that   
during contract year four (on the 146th day of the contract year), you make a   
contribution of $10,000 to your Protected Benefit account variable investment   
options, making your current GMIB benefit base after the contribution $131,012. 
Also assume that you withdraw your full Annual withdrawal amount of $4,840      
during contract year four.                                                      

On your fourth contract date anniversary, your Annual Roll-up amount is equal   
to $240, calculated as follows:                                                 

..   4% (YOUR CURRENT ANNUAL ROLL-UP RATE) MULTIPLIED BY                        

..   $121,012 (YOUR GMIB BENEFIT BASE AS OF YOUR MOST RECENT CONTRACT DATE      
ANNIVERSARY) MINUS                                                      

..   $4,840 (the Annual withdrawal amount, which was withdrawn); PLUS           

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..   $240 (THE DAILY PRO-RATED ROLL-UP AMOUNT FOR THE CONTRIBUTION: $10,000 X 4%
X 219/365* = $240)                                                      

..   EQUALS $240                                                                

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

*  THIS FRACTION REPRESENTS THE NUMBER OF DAYS IN A 365-DAY CONTRACT YEAR THAT  
THE CONTRIBUTION WOULD HAVE RECEIVED CREDIT TOWARD THE ROLL-UP AMOUNT.    

Please note that the withdrawal in contract year four terminated the Deferral   
Roll-up rate. Therefore on the fourth contract date anniversary, the Annual     
Roll-up rate was used to calculate the Annual Roll-up amount.                   

Your adjusted GMIB benefit base is $131,252.                                    

EFFECT OF AN EXCESS WITHDRAWAL. In contract year four, assume instead that you  
make a withdrawal of $7,840. This would result in                               
an Excess withdrawal of $3,000 because your Annual withdrawal amount is only    
$4,840 ($7,840 - $4,840 = $3,000). Further, assume that your Protected Benefit  
account value at the time of this withdrawal is $100,000. As described earlier  
in this section, Excess withdrawals reduce your GMIB benefit base on a pro-rata 
basis. Accordingly, your GMIB benefit base is reduced by $3,930 at the time of  
the withdrawal, calculated as follows:                                          

..   $131,012 (YOUR CURRENT GMIB BENEFIT BASE: $121,012 + $10,000) MULTIPLIED BY

..   3% (THE PERCENTAGE OF YOUR CURRENT PROTECTED BENEFIT ACCOUNT VALUE THAT WAS
WITHDRAWN IN EXCESS OF YOUR ANNUAL WITHDRAWAL AMOUNT) EQUALS            

..   $3,930.                                                                    

On your fourth contract date anniversary, your adjusted GMIB benefit base is    
$127,322, calculated as follows:                                                

..   $127,082 (YOUR GMIB BENEFIT BASE ADJUSTED TO REFLECT THE EXCESS WITHDRAWAL:
$131,012 - $3,930 = $127,082) PLUS                                      

..   $240 (YOUR ANNUAL ROLL-UP AMOUNT) EQUALS                                   

..   $127,322.                                                                  

Please note that the Excess withdrawal in contract year four terminated the no  
lapse guarantee. Please see the following section below for more information.   

See Appendix VII later in this Prospectus for more examples of how withdrawals  
affect your Guaranteed benefit bases and Annual withdrawal amount.              

GMIB "NO LAPSE GUARANTEE"                                                       

In general, if your Protected Benefit account value falls to zero (except as    
discussed below), the GMIB will be exercised automatically, based on the        
owner's (or older joint owner's, if applicable) current age and GMIB benefit    
base as follows:                                                                

..   You will be issued a life only supplementary contract based on a single    
life. Upon exercise, your Guaranteed minimum death benefit will be      
terminated.                                                             

..   You will have 30 days from when we notify you to change the payout option  
and/or the payment frequency.                                           

Poor investment performance of the Protected Benefit account variable           
investment options may contribute to your Protected Benefit account value       
falling to zero.                                                                

The no-lapse guarantee will terminate under the following circumstances:        

..   If your aggregate withdrawals from your Protected Benefit account in any   
contract year following the contract year in which you first fund your  
Protected Benefit account exceed your Annual withdrawal amount.         

..   Upon the contract date anniversary following the owner (or older joint     
owner, if applicable) reaching age 95, or, if earlier, the contract     
maturity date.                                                          

If you were enrolled in the Maximum Payment Plan or Customized Payment Plan,    
the frequency of your Lifetime GMIB payments will be the same based on the      
payment frequency you elected. Your Lifetime GMIB payment amount may be less    
than your Annual withdrawal amount in the prior contract year.                  

If you were not enrolled in the Maximum Payment Plan or Customized Payment      
Plan, you will begin receiving your Lifetime GMIB payments annually one         
calendar year after the date that the Protected Benefit account value fell to   
zero. Your Lifetime GMIB payment amount may be less than your Annual withdrawal 
amount in the prior contract year.                                              

EXERCISE OF GMIB. On each contract date anniversary that you are eligible to    
exercise the GMIB, we will send you an eligibility notice illustrating how much 
income could be provided as of the contract date anniversary. You must notify   
us within 30 days following the contract date anniversary if you want to        
exercise the GMIB. You must return your contract to us, along with all required 
information within 30 days following your contract date anniversary, in order   
to exercise this benefit. Upon exercise of the GMIB, the owner (or older joint  
owner, if applicable) will become the annuitant, and the contract will be       
annuitized on the basis of the annuitant's life. You will begin receiving       
annual payments one year after the annuity payout contract is issued. If you    
choose monthly or quarterly payments, you will receive your payment one month   
or one quarter after the annuity payout contract is issued. Under monthly or    
quarterly payments, the aggregate payments you receive in a contract year will  
be less than what you would have received if you had elected an annual payment, 
as monthly and quarterly payments reflect the time value of money with regard   
to both interest and mortality. You may choose to take a withdrawal prior to    
exercising the GMIB, which will reduce your payments. You may not partially     
exercise this benefit. See ''Withdrawing your account value'' in ''Accessing    
your money'' later in this Prospectus. Payments end with the last payment       
before the annuitant's (or joint annuitant's, if applicable) death.             

Please see "Exercise of the GMIB in the event of a GMIB fee increase" under     
"charges and expenses" later in this Prospectus for more information on         
exercising your GMIB upon notice of a change to the GMIB fee.                   

EXERCISE RULES. The latest date you may exercise the GMIB is the 30th day       
following the contract date anniversary following the annuitant's 95th          
birthday. Eligibility to exercise the GMIB is based on the owner's (or older    
joint owner's, if applicable) age, as follows:                                  

..   If you were at least age 20 and no older than age 44 on the contract date  
anniversary immediately preceding the date you first                    

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  funded your Protected Benefit account, you are eligible to exercise the GMIB
within 30 days following each contract date anniversary beginning with the
15th contract date anniversary following the date you first funded your   
Protected Benefit account.                                                

..   If you were at least age 45 and no older than age 49 on the contract date  
  anniversary immediately preceding the date you first funded your Protected
Benefit account, you are eligible to exercise the GMIB within 30 days   
following each contract date anniversary after age 60.                  

..   If you were at least age 50 and no older than age 80 on the contract date  
  anniversary immediately preceding the date you first funded your Protected
Benefit account, you are eligible to exercise the GMIB within 30 days   
 following each contract date anniversary beginning with the 10th contract
   date anniversary following the date you first funded your Protected Benefit
account.                                                                

The GMIB guarantees annual lifetime payments ("Lifetime GMIB payments"), which  
will begin at the earliest of:                                                  

(i)the next contract year following the date your Protected Benefit account     
value falls to zero (provided the no lapse guarantee is in effect);       

(ii)the contract date anniversary following your 95th birthday; or              

(iii)your election to exercise the GMIB.                                        

Your Lifetime GMIB payments will be calculated as described below in this       
section. Whether your Lifetime GMIB payments are triggered by age 95, the no    
lapse guarantee, or your election to exercise the GMIB, we use the same         
calculation to determine the amount of the payments.                            

For single owner contracts, the payout can be either based on a single life     
(the owner's life) or joint lives. For IRA contracts, the joint life must be    
the spouse of the owner. For jointly owned contracts, payments can be based on  
a single life (based on the life of the older owner) or joint lives. For        
non-natural owners, payments are available on the same basis (based on the      
annuitant or joint annuitant's life).                                           

Your Lifetime GMIB payments are calculated by applying your GMIB benefit base   
to guaranteed annuity purchase factors. If your Protected Benefit account value 
is zero as described under the "GMIB "no lapse guarantee"", we will use your    
GMIB benefit base as of the day your Protected Benefit account value was        
reduced to zero. On the day your Protected Benefit account value is reduced to  
zero, we calculate your GMIB benefit base using the same formula as described   
under "GMIB benefit base" earlier in this section. If your Protected Benefit    
account was reduced to zero on a date other than your contract anniversary, we  
will include a pro rata portion of the applicable Roll-up amount in your GMIB   
base.                                                                           

Example:                                                                        

Assume your Protected Benefit account value goes to zero in the middle of 
  the 10th contract year. At the beginning of the 10th contract year, the GMIB
benefit base is $100,000. Further assume there were no contributions or   
transfers to the Protected Benefit account or any withdrawals during that 
 contract year. If the applicable Roll-up rate was 4%, the GMIB benefit base
  on the day your Protected Benefit account value was reduced to zero would be
$102,000.                                                                 

If your Protected Benefit account value is reduced to zero on your contract     
date anniversary as the result of the deduction of charges under the contract,  
we will add any remaining Annual Roll-up amount, or if applicable, your         
Deferral Roll-up amount, to your GMIB benefit base.                             

If the GMIB is exercised under any of the four events as described above, and   
you have no Investment account value, the following applies:                    

(i)We will issue a supplementary contract with the same owner and beneficiary.  

(ii)The deferral contract, including the Guaranteed minimum death benefit will  
be terminated.                                                          

If the GMIB is exercised under any of the four events as described above, and   
you have Investment account value, the following applies:                       

(i)We will issue a supplementary contract for the Protected Benefit account     
with the same owner and beneficiary. The Investment account under the     
deferred contract will continue to be in force.                           

(ii)Your Lifetime GMIB payment will not reduce your Investment account value.   

(iii)Your Guaranteed minimum death benefit will be terminated.                  

(iv)For IRA contracts, your RMD payments will be based solely on your           
Investment account value and may only be withdrawn from your Investment 
account.                                                                

If you elect to exercise the GMIB or your Protected Benefit account value has   
not fallen to zero before or the contract date anniversary that follows the     
annuitant reaching age 95, whichever is sooner, the following applies:          

(i)We will issue a supplementary contract with the same owner and beneficiary;  

(ii)Your Lifetime GMIB payments will be equal to the greater of:                

.   your Protected Benefit account value applied to the guaranteed, or, if  
greater, the current annuitization factors,                         

-OR-  

 .   the GMIB benefit base applied to the guaranteed annuity purchase factors.

For example, assuming the current annuitization factors are greater than the    
guaranteed annuitization factors, a male contract owner whose annuitant is age  
95 and has a $100,000 GMIB benefit base and $50,000 in Protected Benefit        
account value would receive the greater of the following:                       

(i)Current annuitization factors (which are subject to change) applied to his   
$50,000 Protected Benefit account value, which currently equals a monthly 
payment of $1,065, or                                                     

(ii)The guaranteed annuity purchase factor discussed above (in this example, it 
 would be 0.63%) applied to his $100,000 GMIB benefit base, which equals a
Lifetime GMIB monthly payment of $630.                                  

In this example, the contract owner's monthly payment would be $1,065.          

(i)Any Investment account value will be annuitized under a separate contract    
based on one of the annuity payout options discussed under "Your annuity  
payout options" in "Accessing your money" later in this Prospectus;       

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(ii)Upon issuing your supplementary contract, your Guaranteed minimum death     
 benefit and your death benefit in connection with your Investment account
value will be terminated.                                               

If you have the GMIB and your Protected Benefit account value falls to zero due 
to an Excess withdrawal, we will terminate your GMIB and you will receive no    
payment or supplementary life annuity contract, even if your GMIB benefit base  
is greater than zero. Please see the Hypothetical illustrations in Appendix IV  
for an example of how Lifetime GMIB payments are calculated when: (i) a         
hypothetical Protected Benefit account value falls to zero, and (ii) the        
annuitant reaches age 95.                                                       

Please note:                                                                    

(i)if the GMIB benefit base is reset after age 85, the only time you may        
 exercise the GMIB is within 30 days following the contract date anniversary
following the annuitant's attainment of age 95;                           

(ii)for Retirement Cornerstone(R) Series E QP contracts, the Plan participant   
  can exercise the GMIB only if he or she elects to take a distribution from
the Plan and, in connection with this distribution, the Plan's trustee  
changes the ownership of the contract to the participant. This effects a
rollover of the Retirement Cornerstone(R) Series E QP contract into a   
Retirement Cornerstone(R) Series E traditional IRA. This process must be
completed within the 30-day time frame following the contract date      
 anniversary in order for the Plan participant to be eligible to exercise.
   However, if the GMIB is automatically exercised as a result of the no lapse
   guarantee, a rollover into an IRA will not be effected and payments will be
made directly to the trustee;                                           

(iii)since no partial exercise is permitted, owners of defined benefit QP       
   contracts who plan to change ownership of the contract to the participant
  must first compare the participant's lump sum benefit amount and annuity
benefit amount to the GMIB benefit base and account value, and make a 
 withdrawal from the contract if necessary. See ''How withdrawals affect
your Guaranteed benefits'' later in this section;                     

(iv)if you reset the GMIB benefit base (as described earlier in this section),  
your new exercise date will be the tenth contract date anniversary      
following the reset or, if later, the earliest date you would have been 
  permitted to exercise without regard to the reset, but in no event will it
 be later than the contract date anniversary following age 95. Please note
that in most cases, resetting your GMIB benefit base will lengthen the  
waiting period;                                                         

(v)a spouse beneficiary or younger spouse joint owner under Spousal             
  continuation may continue the GMIB if the contract is not past the last date
 on which the original owner could have exercised the benefit and the spouse
beneficiary or younger spouse joint owner is eligible to continue the     
benefit and to exercise the benefit under the applicable exercise rule    
(described in the above bullets). In general, the spouse beneficiary or   
younger spouse joint owner's age on the date of the owner's death replaces
the owner's age at issue, for purposes of determining the availability of 
the benefit and which of the exercise rules applies. If the spouse        
 beneficiary or younger spouse joint owner is over age 85 on the date of the
owner's death, she will have a one-time opportunity to exercise the GMIB  
subject to the following additional rules. The one-time election will be  
available only if the spouse beneficiary or younger spouse joint owner is 
age 95 or younger and the original owner died before the age of 95. In    
addition, the election to exercise the GMIB must be made no later than one
 year following the date of the owner's death. If the GMIB is exercised, the
Guaranteed minimum death benefit will be terminated. For example, if an   
 owner is age 70 at issue, and he dies at age 79, and the spouse beneficiary
 is 86 on the date of his death, she may exercise the GMIB no later than one
 year following the date of the owner's death, even though she was 77 at the
 time the contract was issued, because eligibility is measured using her age
at the time of the owner's death, not her age on the issue date.          

(vi)if the contract is jointly owned, you can elect to have the GMIB paid       
   either: (a) as a joint life benefit or (b) as a single life benefit paid on
the basis of the older owner's age (if applicable); and                 

(vii)if the contract is owned by a trust or other non-natural person,           
   eligibility to elect or exercise the GMIB is based on the annuitant's (or
older joint annuitant's, if applicable) age, rather than the owner's. 

From time to time, we may offer you some form of payment or incentive in return 
for terminating or modifying certain guaranteed benefits. See "Guaranteed       
benefit offers" later in this section for more information.                     

ASSET TRANSFER PROGRAM (''ATP'')                                                

If you have the GMIB, you are required to participate in the asset transfer     
program (''ATP''). The ATP helps us manage our financial exposure in providing  
the guaranteed benefits, by using predetermined mathematical formulas to move   
account value between the AXA Ultra Conservative Strategy investment option and 
the other Protected Benefit account variable investment options. The formulas   
applicable to you may not be altered once you have the benefit. In essence, we  
seek to preserve account value in the Protected Benefit account variable        
investment options by transferring some or all of your account value in other   
Protected Benefit account variable investment options to a more stable option   
(i.e., the AXA Ultra Conservative Strategy investment option). The formulas     
also contemplate the transfer of some or all of the account value from the AXA  
Ultra Conservative Strategy investment option to the other Protected Benefit    
account variable investment options according to your allocation instructions   
on file. The formulas are described below and are also described in greater     
detail in Appendix VIII later in this Prospectus.                               

The AXA Ultra Conservative Strategy investment option will only be used to hold 
amounts transferred out of your other Protected Benefit account variable        
investment options in accordance with the formulas described below. The AXA     
Ultra Conservative Strategy investment option is part of the Protected Benefit  
account, but you may not directly allocate a contribution to the AXA Ultra      
Conservative Strategy investment option or request a transfer of account value  
into the AXA Ultra Conservative Strategy investment option. The ATP applies to  
amounts you allocate to the Protected Benefit account variable investment       
options. On a limited basis, you may request a transfer out of the AXA Ultra    
Conservative Strategy investment option, subject to the rules discussed below.  
For a summary description of the AXA Ultra Conservative Strategy investment     
option, please see ''Portfolios of the Trusts'' in ''Contract features and      
benefits'' earlier in this Prospectus.                                          

Transfers into or out of the AXA Ultra Conservative Strategy investment option, 
if required, are processed on each valuation day. The valuation day occurs on   
each contract monthiversary. The contract monthiversary is the same date of the 
month as the contract date. If                                                  

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the contract monthiversary is not a business day in any month, the valuation    
day will be the next business day. For contracts with issue dates after the     
28th day of the month, the valuation day will be on the first business day of   
the following month. In the twelfth month of the contract year, the valuation   
day will be on the contract date anniversary. If the contract date anniversary  
occurs on a day other than a business day, the valuation day will be the        
business day immediately preceding the contract date anniversary.               

In general, the formulas work as follows. On each valuation day, two formulas   
-- the ATP formula and the transfer amount formula -- are used to automatically 
perform an analysis with respect to your GMIB.                                  

The first formula, called the ATP formula, begins by calculating a contract     
ratio, which is determined by dividing the Protected Benefit account value by   
the GMIB benefit base, and subtracting the resulting number from one. The       
contract ratio is then compared to predetermined ''transfer points'' to         
determine what portion of the Protected Benefit account value needs to be held  
in the AXA Ultra Conservative Strategy investment option.                       

If the contract ratio on the valuation day is equal to or less than the minimum 
transfer point, all of the account value in the AXA Ultra Conservative Strategy 
investment option, if any, will be transferred to the other Protected Benefit   
account variable investment options according to your allocation instructions   
on file. If the contract ratio on the valuation day exceeds the minimum         
transfer point but is less than the maximum transfer point, amounts may be      
transferred either into or out of the AXA Ultra Conservative Strategy           
investment option depending on the account value already in the AXA Ultra       
Conservative Strategy investment option and the Special DCA program designated  
for the Protected Benefit account variable investment options. If the contract  
ratio on the valuation day is equal to or greater than the maximum transfer     
point, the total amount of your account value in the Protected Benefit account  
variable investment options will be transferred into the AXA Ultra Conservative 
Strategy investment option. For purposes of these calculations, amounts in any  
Special DCA program designated for the Protected Benefit account variable       
investment options are excluded from amounts that are transferred into the AXA  
Ultra Conservative Strategy investment option.                                  

ATP transfers into the AXA Ultra Conservative Strategy investment option will   
be transferred out of your other Protected Benefit account variable investment  
options on a pro rata basis. ATP transfers out of the AXA Ultra Conservative    
Strategy investment option will be allocated among the other Protected Benefit  
account variable investment options in accordance with your allocation          
instructions on file. No amounts will be transferred into or out of the Special 
DCA program as a result of any ATP transfer.                                    

If you make a contribution or transfer to your Protected Benefit account after  
the contract date, that contribution will be allocated according to the         
instructions that you provide or, if we do not receive any instructions,        
according to the allocation instructions on file for your contract. If the      
contribution or transfer is processed on a valuation day, it will be subject to 
an ATP transfer calculation on that day. If the contribution is received        
between valuation days, the amount contributed will be subject to an ATP        
transfer calculation on the next valuation day.                                 

A separate formula, called the transfer amount formula, is used to calculate    
the amount that must be transferred either into or out of the AXA Ultra         
Conservative Strategy investment option when the ATP formula indicates that     
such a transfer is required. For example, the transfer amount formula           
reallocates Protected Benefit account value such that for every 1% by which the 
contract ratio exceeds the minimum transfer point after the transaction 10% of  
the Protected Benefit account value will be invested in the AXA Ultra           
Conservative Strategy investment option and the Special DCA program designated  
for the Protected Benefit account variable investment options. When the         
contract ratio exceeds the maximum transfer point, amounts will be transferred  
into the AXA Ultra Conservative Strategy investment option such that 100% of    
the Protected Benefit account value will be invested in the AXA Ultra           
Conservative Strategy investment option and the Special DCA program designated  
for the Protected Benefit account variable investment options. On the first day 
of your first ATP                                                               
year, the minimum transfer point is 15% and the maximum transfer point is 25%.  
The minimum and maximum transfer points increase each contract monthiversary.   
In the 10th ATP year (and later), the minimum transfer point is 45% and the     
maximum transfer point is 55%. See Appendix VIII for a list of transfer points. 

Each time you make a subsequent contribution or transfer to your Protected      
Benefit account we will apply a setback adjustment formula. We use the formula  
to determine whether (and to what extent) your applicable transfer points may   
be "set back". Any set back of your transfer points will apply on the next      
business day. The formula we use to calculate the set back applicable to you    
may not be altered once you have the benefit. In general, the formula adjusts   
your applicable transfer points to reflect the weighted average age of all      
contributions and transfers made to the Protected Benefit account in relation   
to the GMIB benefit base on the day prior to the contribution or transfer. For  
information about the calculation, please see Appendix VIII later in this       
Prospectus.                                                                     

If you take a withdrawal from your Protected Benefit account and there is       
account value allocated to the AXA Ultra Conservative Strategy investment       
option, the withdrawal will be taken pro rata out of your Protected Benefit     
account variable investment options (including the AXA Ultra Conservative       
Strategy investment option).                                                    

Subject to any necessary regulatory approvals and advance notice to affected    
contract owners, we reserve the right to utilize an investment option other     
than the AXA Ultra Conservative Strategy investment option as part of the ATP.  

ATP EXIT OPTION. Apart from the operation of the formulas, you may request a    
transfer of account value in the AXA Ultra Conservative Strategy investment     
option. You may wish to exercise the ATP exit option if you seek greater equity 
exposure and if it meets your investment goals and risk tolerance. This         
strategy may result in higher growth of your Protected Benefit account value if 
the market increases which may also increase your Guaranteed benefit bases upon 
a reset. On the other hand, if the market declines, your Protected Benefit      
account value will also decline which will reduce the likelihood that your      
Guaranteed benefit bases will increase. You should consult with your financial  
professional to assist you in determining whether exercising the ATP exit       
option meets your investment goals and risk tolerance.                          

The ATP exit option is subject to the following limitations:                    

..   You may not transfer out of the AXA Ultra Conservative Strategy investment 
option during the contract year in which you first fund your Protected  
Benefit account.                                                        

..   Beginning in the contract year that follows the contract year in which you 
first fund your Protected Benefit account, and until the                

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  contract year following age 85, you may make a transfer out of the AXA Ultra
Conservative Strategy investment option only once per contract year.      

..   You must elect the transfer on a specific transfer form we provide.        

..   100% of your account value in the AXA Ultra Conservative Strategy          
investment option must be transferred out. You cannot request a partial 
transfer. The transfer will be allocated to your other Protected Benefit
account variable investment options based on the instructions we have on
file.                                                                   

..   There is no minimum account value requirement for the ATP exit option. You 
may make this election if you have any account value in the AXA Ultra   
Conservative Strategy investment option.                                

..   We are not able to process an ATP exit option on a valuation day and we    
 will not consider your transfer request to be in good order if we receive
  it on a valuation day. If we receive your transfer form on a valuation day
and it is complete, your ATP exit option will be processed on the next  
business day. If no account value remains in the AXA Ultra Conservative 
  Strategy investment option on that day, there will be no transfer and your
election will not count as your one permitted ATP exit option for that  
contract year.                                                          

If we process an ATP exit option, we will recalculate your benefit bases. A     
transfer may result in a reduction in your Guaranteed benefit bases and         
therefore a reduction in the value of your Guaranteed benefits. In some cases,  
the reduction in your benefit bases may be greater than the amount transferred  
out of the AXA Ultra Conservative Strategy investment option.                   

Please note that after exercising the ATP exit option, account value may be     
transferred out of your Protected Benefit account investment options and into   
the AXA Ultra Conservative Strategy investment option as soon as the next       
valuation day.                                                                  

You should be aware that contributions and transfers to the Protected Benefit   
account generally have the effect of moving money out of the AXA Ultra          
Conservative Strategy investment option. However, in cases where the GMIB       
benefit base far exceeds the Protected Benefit account value and a contribution 
or transfer has not been made for a long period of time, making an additional   
contribution or transfer to the Protected Benefit account may result in no      
movement out of the AXA Ultra Conservative Strategy investment option due to    
the ATP year set back. Under these circumstances, the additional contribution   
or transfer may be transferred into the AXA Ultra Conservative Strategy         
investment option on the next valuation day. You should consider these factors  
when making a subsequent contribution or transfer to your Protected Benefit     
account. See Appendix VIII later in this prospectus for examples of how         
subsequent contributions may impact the ATP exit option.                        

On the day the ATP exit option is processed, the current value of the GMIB      
benefit base, the Roll-up to age 85 benefit base and the Highest Anniversary    
Value benefit base (as applicable) is compared to the new benefit base produced 
by the ATP exit option formula. Each benefit base (the GMIB benefit base, the   
Roll-up to age 85 benefit base and the Highest Anniversary Value benefit base)  
is adjusted to the lesser of the current value of that benefit base or the new  
benefit base produced by the ATP exit option formula. There is the potential    
that the Roll-up to age 85 benefit base will be adjusted without a              
corresponding adjustment to the Highest Anniversary Value benefit base and vice 
versa. The Return of Principal death benefit base is not adjusted.              

If the GMIB benefit base and Roll-up to age 85 benefit base are adjusted, there 
are no corresponding adjustments made to the Deferral Roll-up amount, the       
Annual Roll-up amount and the Annual withdrawal amount in that contract year.   
Any applicable amounts are added to your newly adjusted GMIB benefit base and   
Roll-up benefit base to age 85.                                                 

For information about the ATP exit option, please see Appendix VIII later in    
this Prospectus.                                                                

DEATH BENEFIT                                                                   

For the purposes of determining the death benefit under your Retirement         
Cornerstone(R) Series E contract, we treat your Investment account and any      
Guaranteed minimum death benefit funded by your Protected Benefit account       
differently.                                                                    

The death benefit in connection with your Investment account is equal to your   
Investment account value as of the date we receive satisfactory proof of death, 
any required instructions for the method of payment, and any required           
information and forms necessary to effect payment. The death benefit payable in 
connection with your Protected Benefit account will be based on the greater of  
(i) your Protected Benefit account value, and (ii) the benefit base of your     
Guaranteed minimum death benefit.                                               

The total death benefit under your Retirement Cornerstone(R) Series E contract  
will depend on your values in either one or both sides of the contract. If you  
selected a Guaranteed minimum death benefit but never funded your Protected     
Benefit account, your death benefit will be based on your Investment account    
value only. Likewise, if you funded your Guaranteed minimum death benefit       
through allocations to the Protected Benefit account and had no Investment      
account value, your death benefit would be based strictly on the Guaranteed     
minimum death benefit you selected. Also, it is possible that upon your death,  
you have value in both your Investment account and a Guaranteed minimum death   
benefit that has been funded through allocations to the Protected Benefit       
account. In that case, your beneficiaries would receive the Investment account  
value, plus the value of your Guaranteed minimum death benefit.                 

GUARANTEED MINIMUM DEATH BENEFITS                                               

At issue, you may elect one of our optional Guaranteed minimum death benefit    
options (GMDBs) in connection with your Protected Benefit account as follows:   

                                                                [Download Table]

----------------------------------------------------
GUARANTEED MINIMUM DEATH BENEFIT   SERIES E CONTRACT
----------------------------------------------------
                                                    
Return of Principal death benefit  Issue Ages 0-80  
-----------------------------------                 
Highest Anniversary                                 
Value death benefit                                 
-----------------------------------                 
RMD Wealth Guard death benefit     Issue Ages 20-65 
-----------------------------------                 
The "Greater of" death benefit                      
-----------------------------------                 

The "Greater of" death benefit or Return of Principal death benefit can only be 
elected in combination with the GMIB. The RMD Wealth Guard death benefit cannot 
be elected in combination with the GMIB. The Highest Anniversary Value death    
benefit is available with or without the GMIB. The Highest Anniversary Value    
death benefit, the RMD Wealth Guard death benefit and the "Greater of" death    
benefit are available at an additional charge. There is no charge for the       
Return of Principal death benefit. If you elect the GMIB, but do not elect a    
Guaranteed minimum death benefit, the Return of Principal death benefit will    
also be issued with your contract. If you elect a GMDB, the period during which 
you can make subsequent contributions may be significantly                      

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shorter than if you did not elect a GMDB. Please refer to Appendix IX later in  
this prospectus. Once a withdrawal is taken from the Protected Benefit account, 
additional contributions may not be made to the Protected Benefit account.      
Please refer to "Accessing your money" later in this Prospectus. Transfers to   
and from the Protected Benefit account may be restricted. Please refer to       
"Transferring your money among investment options" later in this Prospectus.    

Any GMDB you elect will automatically terminate upon annuitization, which will  
occur no later than the maturity date stated in your contract.                  

When you have a GMDB, you can allocate your contributions to any of the         
following:                                                                      

..   Protected Benefit account variable investment options                      

..   Investment account variable investment options                             

..   Guaranteed interest option                                                 

..   The account for special dollar cost averaging                              

Only amounts you allocate to the Protected Benefit account variable investment  
options and amounts in the Special DCA program designated for the Protected     
Benefit account variable investment options will fund your GMDB. These amounts  
will be included in your GMDB benefit base and will become part of your         
Protected Benefit account value.                                                

Your death benefit in connection with your Protected Benefit account is equal   
to one of the following -- whichever provides a higher amount:                  

..   Your Protected Benefit account value as of the date we receive satisfactory
proof of the owner's (or older joint owner's, if applicable) death, any 
required instructions for the method of payment, and any required       
information and forms necessary to effect payment; or                   

..   Your applicable GMDB benefit base (discussed below) on the date of the     
owner's (or older joint owner's, if applicable) death, adjusted for     
subsequent withdrawals.                                                 

For a description of how the ATP exit option will impact your GMDB benefit      
bases, see ''ATP exit option'' above.                                           

RETURN OF PRINCIPAL DEATH BENEFIT                                               

The Return of Principal death benefit, like all of the guaranteed minimum death 
benefits, only applies to amounts you allocate to the Protected Benefit account 
variable investment options and not with the contract as a whole. Your Return   
of Principal Guaranteed minimum death benefit is equal to your Return of        
Principal death benefit base. This benefit base is not an account value or cash 
value. It is equal to:                                                          

..   Your initial contribution and any subsequent contributions invested in your
 Protected Benefit account variable investment options, either directly or
through the Special DCA program; plus                                   

..   Any amounts contributed to the Special DCA program that are designated for 
future transfers to the Protected Benefit account variable investment   
options; plus                                                           

..   Any amounts transferred to the Protected Benefit account variable          
investment options; less                                                

..   A deduction that reflects any withdrawals you make from the Protected      
  Benefit account variable investment options or from amounts in the Special
DCA program designated for the Protected Benefit account variable       
investment options. The amount of this deduction is described under "How
withdrawals affect your Guaranteed benefits" later in this section.     

Please see Appendix III later in this Prospectus for an example of how the      
Return of Principal benefit base is calculated.                                 

HIGHEST ANNIVERSARY VALUE DEATH BENEFIT                                         

Your Highest Anniversary Value Guaranteed minimum death benefit is equal to     
your Highest Anniversary Value benefit base. This benefit base is not an        
account value or cash value. The calculation of your Highest Anniversary Value  
benefit base will depend on whether you have taken a withdrawal from your       
Protected Benefit account.                                                      

If you have not taken a withdrawal from your Protected Benefit account, your    
Highest Anniversary Value benefit base is equal to one of the following --      
whichever provides a higher amount:                                             

..   Your initial contribution and any subsequent contributions to the Protected
   Benefit account variable investment options, either directly or through the
Special DCA program; plus                                               

..   Any amounts contributed to the Special DCA that are designated for future  
    transfers to the Protected Benefit account variable investment options; plus

..   Any amounts transferred to the Protected Benefit account variable          
investment options.                                                     

-OR-  

..   Your highest Protected Benefit account value on any contract date          
 anniversary up to the contract date anniversary following the owner's (or
older joint owner's, if applicable) 85th birthday (plus any transfers to
   the Protected Benefit account variable investment options and contributions
either directly or through the Special DCA program designated for the   
  Protected Benefit account variable investment options, made since the most
recent "reset" of the Highest Anniversary Value benefit base that       
established your Protected Benefit account value as your new Highest    
Anniversary Value benefit base).                                        

If you take a withdrawal from your Protected Benefit account and you have the   
GMIB, your Highest Anniversary Value benefit base will be reduced on a          
dollar-for-dollar basis by withdrawals up to the Annual withdrawal amount, and  
on a pro rata basis by Excess withdrawals. NOTE THAT ANY WITHDRAWAL FROM YOUR   
PROTECTED BENEFIT ACCOUNT IN THE FIRST CONTRACT YEAR IN WHICH THE PROTECTED     
BENEFIT ACCOUNT IS FUNDED IS AN EXCESS WITHDRAWAL. If you take a withdrawal     
from your Protected Benefit account and you do not have the GMIB, your Highest  
Anniversary Value benefit base will be reduced on a pro rata basis. Reduction   
on a pro rata basis means that we calculate the percentage of your Protected    
Benefit account value that is being withdrawn and we reduce your Highest        
Anniversary Value benefit base by the same percentage. See "How withdrawals     
affect your Guaranteed benefits" later in this section.                         

At any time after a withdrawal, your Highest Anniversary Value benefit base is  
equal to one of the following -- whichever provides a higher amount:            

..   Your Highest Anniversary Value benefit base immediately following the most 
recent withdrawal (plus any transfers to the Protected Benefit account  
variable investment options made since the most recent "reset" of the   
Highest Anniversary Value benefit base that established your Protected  
  Benefit account value as your new Highest Anniversary Value benefit base).

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-OR-  

..   Your highest Protected Benefit account value on any contract date          
anniversary after the withdrawal up to the contract date anniversary    
   following the owner's (or older joint owner's, if applicable) 85th birthday
(plus any transfers to the Protected Benefit account variable investment
options and contributions to the Special DCA program designated for the 
  Protected Benefit account variable investment options, made since the most
recent "reset" of the Highest Anniversary Value benefit base that       
established your Protected Benefit account value as your new Highest    
Anniversary Value benefit base).                                        

Please see Appendix III later in this Prospectus for an example of how the      
Highest Anniversary Value benefit base is calculated.                           

RMD WEALTH GUARD DEATH BENEFIT                                                  

(FOR TRADITIONAL IRA AND QPDC CONTRACTS ONLY)                                   

The RMD Wealth Guard death benefit is an optional guaranteed minimum death      
benefit. Your initial RMD Wealth Guard death benefit base is valued based on    
your initial contributions and any transfers to the Protected Benefit account.  
This benefit base is not an account value or cash value. Thereafter RMD Wealth  
Guard death benefit base is increased by any allocations and transfers to the   
Protected Benefit account, which is described below. Withdrawals from the       
Protected Benefit account up to your RMD Wealth Guard withdrawal amount will    
not reduce your RMD Wealth Guard death benefit base. This death benefit also    
provides a refund feature in the event the Protected Benefit account falls to   
zero before the owner reaches age 95. There is an additional charge for this    
death benefit under the contract. The RMD Wealth Guard death benefit is not     
available if you have the GMIB. The RMD Wealth Guard death benefit base is not  
an account value or cash value. It is equal to:                                 

..   Your initial contribution and any subsequent contributions to the Protected
   Benefit account variable investment options, either directly or through the
Special DCA program; plus                                               

..   Any amounts contributed to the Special DCA program that are designated for 
future transfers to the Protected Benefit account variable investment   
options; plus                                                           

..   Any amounts transferred to the Protected Benefit account variable          
investment options; less                                                

..   A deduction that reflects withdrawals that are made before the year in     
which you turn age 701/2 or an Excess RMD withdrawal from the Protected 
  Benefit account, or from amounts in the Special DCA program designated for
the Protected Benefit account variable investment options. The amount of
this deduction is described below.                                      

The RMD Wealth Guard death benefit base will be recalculated on each            
transaction date upon the occurrence of each contribution, transfer or          
deduction.                                                                      

On each contract date anniversary up to the earlier of (i) the contract date    
anniversary following your first RMD withdrawal from the Protected Benefit      
account, and (ii) the contract date anniversary following your 85th birthday,   
if the Protected Benefit account value is greater than the current RMD Wealth   
Guard death benefit base, the RMD Wealth Guard death benefit base will          
automatically reset to equal the Protected Benefit account value. Withdrawals   
from the Protected Benefit account up to your RMD Wealth Guard withdrawal       
amount will not reduce your RMD Wealth Guard death benefit base.                

Your RMD Wealth Guard withdrawal amount will be calculated based on the account 
value in your Protected Benefit account variable investment options as of       
December 31st in the calendar year you turn age 701/2 and calculated each       
calendar year thereafter as of December 31st. This calculation includes the     
actuarial present value of your RMD Wealth Guard death benefit. For purposes of 
the RMD Wealth Guard death benefit, your RMD Wealth Guard withdrawal amount     
will be determined using the RMD rules and life expectancy and distribution     
tables in effect on December 31, 2014. In the event that tax reform measures    
change those RMD requirements, unless we agree otherwise, we will not allow     
your RMD Wealth Guard withdrawal amount to be greater than the RMD Wealth Guard 
withdrawal amount calculated using the IRS RMD rules that were in effect on     
December 31, 2014. As a result of us reserving this right, in the event that    
future IRS rule changes require you to take RMD withdrawals that are greater    
than the RMD amount calculated using the IRS RMD rules that were in effect on   
December 31, 2014 and we do not agree to this change, you would have to satisfy 
your RMD requirements from other retirement sources or, if you do not have      
other retirement sources, you would have to take an additional RMD withdrawal   
amount from this contract, which would be treated an Excess RMD withdrawal.     
That Excess RMD withdrawal would reduce your RMD Wealth Guard death benefit     
base on a pro rata basis. Please refer to the section "How withdrawals effect   
your Guaranteed benefits" later in this Prospectus.                             

Withdrawals from your Protected Benefit account prior to the calendar year in   
which you turn age 701/2 are treated as Excess RMD withdrawals and reduce your  
RMD Wealth Guard death benefit base on a pro rata basis. Reduction on a pro     
rata basis means that we calculate the percentage of your Protected Benefit     
account value that is being withdrawn and we reduce your RMD Wealth Guard death 
benefit base by the same percentage. This pro rata reduction to the RMD Wealth  
Guard death benefit base could be greater than the dollar amount of the         
withdrawal and could significantly reduce or eliminate the value of the RMD     
Wealth Guard death benefit. Withdrawals from the Protected Benefit account      
prior to the calendar year in which you turn age 701/2 will not stop your       
benefit base from resetting. As discussed above, the last reset of the RMD      
Wealth Guard death benefit base will be the earlier of the contract date        
anniversary following your first RMD withdrawal from the Protected Benefit      
account or the contract date anniversary following your 85th birthday. For an   
example of how a pro rata reduction works, see Appendix VII later in this       
Prospectus.                                                                     

Withdrawals made from your Protected Benefit account beginning from the         
calendar year in which you turn age 701/2 will be treated as RMD Wealth Guard   
withdrawals and will count towards your RMD Wealth Guard withdrawal amount.     
Withdrawals from the Protected Benefit account up to your RMD Wealth Guard      
withdrawal amount will not reduce your RMD Wealth Guard death benefit base. An  
Excess RMD withdrawal will reduce your RMD Wealth Guard death benefit base on a 
pro rata basis. A pro rata reduction to your RMD Wealth Guard death benefit     
base could be greater than the dollar amount of the withdrawal and could        
significantly reduce or eliminate the value of your RMD Wealth Guard death      
benefit. Please note that any withdrawals from your Protected Benefit account,  
including                                                                       

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withdrawals taken up to the RMD Wealth Guard withdrawal amount, will reduce     
your Protected Benefit account value.                                           

If you elect the RMD Wealth Guard withdrawal service, you will be able to       
choose to elect to take RMD withdrawals from your Protected Benefit account     
value and your Investment account value. If you elect to use our RMD Wealth     
Guard withdrawal service, and our Automatic RMD withdrawal service, you will    
receive RMD payments that you are entitled to receive for that calendar year.   
At the time you elected to receive RMD withdrawals, any prior RMD payments due  
for that calendar year will be paid as a catch-up payment. The catch-up payment 
is made immediately when the RMD Wealth Guard withdrawal service enrollment is  
processed. Thereafter, RMD payments will begin on the date and frequency        
elected. For example, in the calendar year that you turn age 701/2, if you      
enroll in our RMD Wealth Guard withdrawal service in July of that year and      
requested to receive monthly RMD payments, you would receive the catch-up       
payment due for January through June in a lump sum on the date the enrollment   
is processed and the July RMD monthly payment on the date that you specified on 
the RMD Wealth Guard withdrawal service Form. If you take additional            
withdrawals from the Protected Benefit account while you are currently taking   
RMD payments under our RMD Wealth Guard withdrawal service, those RMD payments  
from the Protected Benefit account will be reduced by those withdrawals. If you 
delay your first RMD withdrawal until after the calendar year you turn age      
701/2, but no later than April 1st of the following calendar year, we will pay  
you a catch-up payment at the time you elected to receive RMD withdrawals,      
which will include any prior RMD payments due for that calendar year plus the   
entire RMD amount due from the prior year. The catch-up payment is made         
immediately when the RMD Wealth Guard withdrawal service enrollment is          
processed. Thereafter, RMD payments will begin on the date and frequency        
elected. In that event, the RMD Wealth Guard death benefit base would not reset 
after that withdrawal. For more information, please refer to "Accessing your    
money" later in this Prospectus.                                                

If you take withdrawals from your Protected Benefit account during a calendar   
year in which you are receiving RMD payments under our Automatic RMD service or 
our RMD Wealth Guard withdrawal service, once withdrawals in that calendar year 
reach your RMD Wealth Guard withdrawal amount, your RMD Wealth Guard            
withdrawals will be suspended until the next calendar year. Additional          
withdrawals from the Investment account value will not suspend RMD Wealth Guard 
withdrawals under our Automatic RMD service or our RMD Wealth Guard withdrawal  
service.                                                                        

For additional examples of how withdrawals affect your RMD Wealth Guard death   
benefit base, see Appendix VII later in this Prospectus. For information on how 
RMD payments affect your RMD Wealth Guard death benefit, see "RMDs for          
contracts with the RMD Wealth Guard death benefit" in "Accessing your money"    
later in this Prospectus.                                                       

The RMD Wealth Guard withdrawal service is not available under QPDC             
contracts. If you elect the RMD Wealth Guard death benefit for a QPDC contract, 
all withdrawals from your Protected Benefit account will reduce the RMD Wealth  
Guard death benefit base on a pro rata basis until the QPDC contract is         
converted to an IRA. After you convert the QPDC contract to an IRA contract you 
can elect the RMD Wealth Guard withdrawal service. A qualified plan             
participant, upon separation from service, may directly roll-over an eligible   
rollover distribution from the plan by converting the QPDC contract into an     
otherwise identical IRA contract which retains the RMD Wealth Guard death       
benefit. In that case, the RMDs can be taken without reducing the RMD Wealth    
Guard death benefit base. You should not elect the RMD Wealth Guard death       
benefit under a QPDC contract unless you intend to convert to an IRA prior to   
taking RMDs. See Appendix II, "Purchase considerations for QP participants".    

The RMD Wealth Guard death benefit is only available for traditional IRA and    
QPDC contracts.                                                                 

RMD WEALTH GUARD REFUND FEATURE:                                                

If you have a RMD Wealth Guard death benefit and your Protected Benefit account 
value falls to zero before the owner reaches age 95, or before the owner's      
death, the following applies:                                                   

(i)We will issue you a supplementary contract with the same owner and           
beneficiary;                                                              

(ii)You will receive periodic refund payments based on the value of your RMD    
 Wealth Guard death benefit base on the day your Protected Benefit account
falls to zero until we have returned the value of the RMD Wealth Guard  
death benefit base, less any RMD withdrawals previously taken from the  
Protected Benefit account before it fell to zero;                       

(iii)Unless you have amounts allocated to your Investment account, your         
contract will also terminate; and                                     

(iv)Any remaining RMD payments from the Investment account will continue        
  uninterrupted. Any remaining RMD payments from the entire contract must be
taken from the Investment account in the calendar year the Protected    
  Benefit account falls to zero. Your periodic payments will begin one modal
  period from that date. For example, if you previously received payments on
an annual basis, your next periodic payment will begin one year from the
date your Protected Benefit account value fell to zero.                 

The annual refund payments to be received is equal to the RMD Wealth Guard      
death benefit base, less any RMD withdrawals previously taken from the          
Protected Benefit account before it fell to zero, divided by the difference     
between 95 and the age of the owner at the time the Protected Benefit account   
value fell to zero. The value of the annual refund payments to be received will 
be paid in full by the end of the period resulting from this formula, which     
will not be later than the date the owner reaches age 96.                       

For example:                                                                    

Assume your RMD Wealth Guard death benefit base is equal to $100,000. Further   
assume that at the time your Protected Benefit account value fell to zero you   
were age 85 and that the total RMD withdrawals from your Protected Benefit      
account were equal to $60,000. You (or your beneficiary) would receive $4,000   
each year over a period of 10 years (age 95 minus age 85 equals 10). The RMD    
Wealth Guard Refund amount is calculated by dividing $40,000 ($100,000 -        
$60,000) by 10 which equals $4,000 per year.                                    

If you die before receiving the remaining periodic payments, your beneficiary   
will receive any remaining periodic payments.                                   

RMDs are not required to be withdrawn from a Roth IRA during your lifetime.     
Therefore, if you are considering converting your traditional IRA to a Roth     
IRA, prior to converting your IRA to a Roth IRA, you must drop the RMD Wealth   
Guard death benefit. If you funded your                                         

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Protected Benefit account, you may have to wait up to four years before you can 
drop the RMD Wealth Guard death benefit. For information on dropping this       
benefit, see "Dropping or changing your Guaranteed benefits" in "Contract       
features and benefits", later in this prospectus and under Appendix I.          

"GREATER OF" DEATH BENEFIT                                                      

Your "Greater of" death benefit has a benefit base. The benefit base is not an  
account value or cash value. It is equal to the greater of:                     

..   The benefit base computed for the Highest Anniversary Value death benefit  
(described immediately above); and                                      

..   The Roll-up to age 85 benefit base.                                        

The Roll-up to age 85 benefit base is used only in connection with the "Greater 
of" death benefit. It is equal to:                                              

..   Your initial contribution and any subsequent contributions to the Protected
   Benefit account variable investment options, either directly or through the
Special DCA program; plus                                               

..   Any amounts contributed to the Special DCA program that are designated for 
future transfers to the Protected Benefit account variable investment   
options; plus                                                           

..   Any amounts transferred to the Protected Benefit account variable          
investment options; less                                                

..   A deduction that reflects any "Excess withdrawal" amounts; less            

..   A deduction that reflects (a) in the contract year of first funding, the   
 dollar amount of any RMD from the Protected Benefit account taken through
   our RMD program and (b) in the subsequent contract years, the dollar amount
of any RMD from the Protected Benefit account in excess of the Annual   
withdrawal amount taken through our RMD program; plus                   

..   Any "Deferral Roll-up amount" or "Annual Roll-up amount" minus a deduction 
that reflects any withdrawals up to the Annual withdrawal amount. A     
 withdrawal from your Protected Benefit account in the first contract year
 in which the Protected Benefit account is funded is an Excess withdrawal.
  Any such withdrawal will reduce (i) your Roll-up to age 85 benefit base on
   a pro rata basis and (ii) your Annual Roll-up amount on a dollar-for-dollar
basis, but not less than zero.                                          

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EITHER THE DEFERRAL ROLL-UP AMOUNT OR THE ANNUAL ROLL-UP AMOUNT IS CREDITED TO  
THE BENEFIT BASES OF YOUR GUARANTEED BENEFITS ON EACH CONTRACT DATE             
ANNIVERSARY. THESE AMOUNTS ARE CALCULATED BY TAKING INTO ACCOUNT YOUR ROLL-UP   
TO AGE 85 BENEFIT BASE FROM THE PRECEDING CONTRACT DATE ANNIVERSARY, THE        
APPLICABLE ROLL-UP RATE UNDER YOUR CONTRACT, CONTRIBUTIONS AND TRANSFERS TO THE 
PROTECTED BENEFIT ACCOUNT DURING THE CONTRACT YEAR AND FOR THE ANNUAL ROLL-UP   
AMOUNT, ANY WITHDRAWALS UP TO THE ANNUAL WITHDRAWAL AMOUNT DURING THE CONTRACT  
YEAR. A WITHDRAWAL FROM YOUR PROTECTED BENEFIT ACCOUNT IN THE FIRST CONTRACT    
YEAR IN WHICH THE PROTECTED BENEFIT ACCOUNT IS FUNDED IS AN EXCESS WITHDRAWAL.  
ANY SUCH WITHDRAWAL WILL REDUCE (I) YOUR ROLL-UP TO AGE 85 BENEFIT BASE ON A    
PRO RATA BASIS AND (II) YOUR ANNUAL ROLL-UP AMOUNT ON A DOLLAR-FOR-DOLLAR       
BASIS, BUT NOT LESS THAN ZERO. HOWEVER, A RMD WITHDRAWAL FROM OUR RMD PROGRAM   
WILL NOT REDUCE YOUR ANNUAL ROLL-UP AMOUNT IN THE YEAR YOU FIRST FUND YOUR      
PROTECTED BENEFIT ACCOUNT. THE CALCULATION OF BOTH THE DEFERRAL ROLL-UP AMOUNT  
AND THE ANNUAL ROLL-UP AMOUNT ARE DISCUSSED LATER IN THIS SECTION.              

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

In order to select the "Greater of" death benefit, you must also have the GMIB. 
Beginning with the contract year that follows the contract year in which you    
fund your Protected Benefit account, and until the contract year following age  
85, if your Lifetime GMIB payments under the GMIB have not begun, you may       
withdraw up to your Annual withdrawal amount without reducing your Roll-up to   
age 85 benefit base. However, these same withdrawals will reduce the Annual     
Roll-up amount that would otherwise be applied to your Roll-up to age 85        
benefit base at the end of the year. Remember that the Roll-up amount           
applicable under your contract does not become part of your Roll-up to age 85   
benefit base until the end of the contract year. THE PORTION OF ANY WITHDRAWAL  
IN EXCESS OF YOUR ANNUAL WITHDRAWAL AMOUNT WILL REDUCE YOUR ROLL-UP TO AGE 85   
BENEFIT BASE ON A PRO RATA BASIS. SEE "ANNUAL WITHDRAWAL AMOUNT AND YOUR        
ROLL-UP TO AGE 85 BENEFIT BASE" LATER IN THIS SECTION.                          

Unless you decline or elect a different annual reset option, you will be        
enrolled in the automatic annual reset program and your Roll-up to age 85       
benefit base will automatically reset to equal the Protected Benefit account    
value, if higher, on every contract date anniversary from your contract date,   
up to the contract date anniversary following your 85th birthday or contract    
maturity, if earlier. See "Annual reset options" earlier in this section. The   
Roll-up to age 85 benefit base reset is described in more detail below.         

From time to time, we may offer you some form of payment or incentive in return 
for terminating or modifying certain guaranteed benefits. See "Guaranteed       
benefit offers" later in this section for more information.                     

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

ANNUAL ROLL-UP RATE                                                             

The Annual Roll-up rate is used to calculate amounts credited to your Roll-up   
to age 85 benefit base for the contract year in which the first withdrawal is   
made from your Protected Benefit account and all subsequent contract years. THE 
ANNUAL ROLL-UP RATE USED FOR THE ROLL-UP TO AGE 85 COMPONENT OF THE "GREATER    
OF" DEATH BENEFIT IS ALWAYS THE SAME AS THE ANNUAL ROLL-UP RATE UNDER YOUR      
GMIB. This rate is calculated using the Ten-Year Treasuries Rate Formula. See   
"Annual Roll-up Rate" under "Guaranteed minimum income benefit" for more        
information regarding this formula.                                             

A different Roll-up rate is used to calculate amounts credited to your Roll-up  
to age 85 benefit base in the contract years prior to the first withdrawal from 
your Protected Benefit account -- the "Deferral Roll-up rate," described below. 

DEFERRAL ROLL-UP RATE                                                           

The Deferral Roll-up rate is used to calculate amounts credited to your Roll-up 
to age 85 benefit base through the end of the contract year that precedes the   
contract year in which the first withdrawal is made from your Protected Benefit 
account.                                                                        

Beginning in the first contract year in which you fund your Protected Benefit   
account, the Roll-up amount credited to your Roll-up to age 85 benefit base at  
the end of the contract year (the "Deferral Roll-up amount") will be calculated 
using the Deferral Roll-up rate. Once you take a withdrawal from your Protected 
Benefit account, the Deferral Roll-up amount will not be credited at the end of 
the contract year in which the withdrawal was taken and will terminate for the  
life of the contract. Instead, the Annual Roll-up amount will be credited. THE  
DEFERRAL ROLL-UP RATE USED FOR THE ROLL-UP TO AGE 85                            

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COMPONENT OF THE "GREATER OF" DEATH BENEFIT IS ALWAYS THE SAME AS THE DEFERRAL  
ROLL-UP RATE UNDER YOUR GMIB. This rate is calculated using the Deferral        
Ten-Year Treasuries Rate Formula. See "Deferral Roll-up Rate" under "Guaranteed 
minimum income benefit" for more information regarding this formula.            

The Deferral Roll-up rate is designed as an incentive to defer taking your      
first withdrawal from your Protected Benefit account until later contract years 
while potentially building greater Guaranteed benefit bases.                    

NEW BUSINESS RATES. The new business Roll-up rates we set for the Roll-up to    
age 85 benefit base are the same as the new business rates we set for the GMIB. 
Under the GMIB Two-Year Lock, the new business rates are no longer applicable   
after the second contract year, even if you fund your Guaranteed benefits after 
the second contract year. See "New business rates" under "Guaranteed minimum    
income benefit" for more information.                                           

RENEWAL RATES. The renewal Roll-up rates we set for the Roll-up to age 85       
benefit base are the same as the renewal rates we set for the GMIB. For more    
information, see "Renewal rates" under "Guaranteed minimum income benefit."     

NOTIFICATION OF RENEWAL RATES. If you have the "Greater of" death benefit at    
issue, your contract will indicate the Annual Roll-up rate and Deferral Roll-up 
rate that are in effect. These rates may not be the same rates that were        
illustrated prior to your purchase of the contract. If you choose to fund your  
"Greater of" death benefit (and your GMIB) after the new business rates have    
expired, you can contact a Customer Service Representative to find out the      
current Annual Roll-up rate and if applicable, Deferral Roll-up rate for your   
contract. In addition, your annual statement of contract values will show your  
current Renewal rates as well as the previous year's Annual Roll-up rate or     
Deferral Roll-up rate (whichever applies) for your contract. The information    
can also be found online, through your Online Access Account.                   

ANNUAL ROLL-UP AMOUNT AND ANNUAL ROLL-UP TO AGE 85 BENEFIT BASE ADJUSTMENT      

The Annual Roll-up amount is an amount credited to your Roll-up to age 85       
benefit base on each contract date anniversary if there has ever been a         
withdrawal from your Protected Benefit account. The Annual Roll-up amount       
adjustment to your Roll-up to age 85 benefit base is the primary way to         
increase the value of the Roll-up to age 85 component of your "Greater of"      
death benefit base. This amount is calculated by taking into account your       
Roll-up to age 85 benefit base from the preceding contract date anniversary,    
the Annual Roll-up rate under your contract, contributions and transfers to the 
Protected Benefit account during the contract year and any withdrawals up to    
the Annual withdrawal amount during the contract year. The crediting of any     
Annual Roll-up amount ends on the contract date anniversary following the owner 
reaching age 85. A withdrawal from your Protected Benefit account in the first  
contract year in which the Protected Benefit account is funded is an Excess     
withdrawal. Any such withdrawal will reduce (i) your Roll-up to age 85 benefit  
base on a pro rata basis and (ii) your Annual Roll-up amount on a               
dollar-for-dollar basis, but not less than zero. However, a RMD withdrawal from 
our RMD program will not reduce your Annual Roll-up amount in the year you      
first fund your Protected Benefit account.                                      

Your Annual Roll-up amount at the end of the contract year is calculated as     
follows:                                                                        

..   Your Roll-up to age 85 benefit base on the preceding contract date         
anniversary, multiplied by:                                             

..   The Annual Roll-up rate that was in effect on the first day of the contract
year; less                                                              

..   Any withdrawals up to the Annual withdrawal amount resulting in a          
dollar-for-dollar reduction of the Annual Roll-up amount; plus          

..   A pro-rated Roll-up amount for any contribution to the Protected Benefit   
account variable investment options during the contract year; plus      

..   A pro-rated Roll-up amount for any transfer from the Investment account    
variable investment options and/or Guaranteed interest option to the    
 Protected Benefit account variable investment options during the contract
year; plus                                                              

..   A pro-rated Roll-up amount for any contribution amounts to the Special DCA 
 program that are designated for future transfers to the Protected Benefit
account variable investment options during the contract year.           

A PRO-RATED ROLL-UP AMOUNT IS BASED ON THE NUMBER OF DAYS IN THE CONTRACT YEAR  
AFTER THE CONTRIBUTION OR TRANSFER. (SINCE THERE IS NO ANNUAL WITHDRAWAL AMOUNT 
IN THE FIRST CONTRACT YEAR IN WHICH THE PROTECTED BENEFIT ACCOUNT IS FUNDED,    
ANY WITHDRAWALS IN THAT YEAR (OTHER THAN RMD WITHDRAWALS FROM OUR RMD PROGRAM)  
RESULT IN A DOLLAR-FOR-DOLLAR REDUCTION OF THE ANNUAL ROLL-UP AMOUNT (BUT NOT   
LESS THAN ZERO).)                                                               

In the event of your death, a pro-rated portion of the Roll-up amount will be   
added to the Roll-up to age 85 benefit base.                                    

Withdrawals in excess of the Annual withdrawal amount may have a harmful effect 
on your Roll-up to age 85 benefit base and "Greater of" death benefit. A        
withdrawal in excess of your Annual withdrawal amount will always reduce your   
Roll-up to age 85 benefit base on a pro rata basis. When the owner reaches age  
85, withdrawals will reduce your Roll-up to age 85 benefit base on a            
dollar-for-dollar basis up to your Annual withdrawal amount. For more           
information, see "How withdrawals affect your Guaranteed benefits" later in     
this section.                                                                   

DEFERRAL ROLL-UP AMOUNT AND ANNUAL ROLL-UP TO AGE 85 BENEFIT BASE ADJUSTMENT    

The Deferral Roll-up amount is an amount credited to your Roll-up to age 85     
benefit base on each contract date anniversary provided you have never taken a  
withdrawal from your Protected Benefit account. This amount is calculated by    
taking into account your Roll-up to age 85 benefit base from the preceding      
contract date anniversary, the applicable Deferral Roll-up rate under your      
contract, and contributions and transfers to the Protected Benefit account      
during the contract year. The Deferral Roll-up amount adjustment to your        
Roll-up to age 85 benefit base is the primary way to increase the value of the  
Roll-up to age 85 component of your "Greater of" death benefit base. The        
crediting of any Deferral Roll-up amount ends on the contract date anniversary  
following the owner reaching age 85.                                            

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Your Deferral Roll-up amount at the end of the contract year is calculated as   
follows:                                                                        

..   your Roll-up to age 85 benefit base on the preceding contract date         
anniversary, multiplied by:                                             

..   the Deferral Roll-up rate that was in effect on the first day of the       
contract year; plus                                                     

..   A pro-rated Deferral Roll-up amount for any contribution to the Protected  
  Benefit account variable investment options during the contract year; plus

..   A pro-rated Deferral Roll-up amount for any transfer from the Investment   
  account and/or Guaranteed interest option to the Protected Benefit account
variable investment options during the contract year; plus              

..   A pro-rated Deferral Roll-up amount for any contribution amounts made      
   during the contract year to the Special DCA program that are designated for
future transfers to the Protected Benefit account variable investment   
options during the contract year.                                       

A PRO-RATED DEFERRAL ROLL-UP AMOUNT IS BASED ON THE NUMBER OF DAYS IN THE       
CONTRACT YEAR AFTER THE CONTRIBUTION OR TRANSFER.                               

In the event of your death, a pro-rated portion of the Deferral Roll-up amount  
will be added to the Roll-up to age 85 benefit base.                            

ROLL-UP TO AGE 85 BENEFIT BASE RESET                                            

THIS SECTION DESCRIBES HOW THE ROLL-UP TO AGE 85 BENEFIT BASE RESET WORKS IN    
CONNECTION WITH THE CALCULATION OF YOUR "GREATER OF" DEATH BENEFIT.             

Unless you decline or elect a different annual reset option, you will be        
enrolled in the automatic annual reset program and your Roll-up to age 85       
benefit base will automatically reset to equal the Protected Benefit account    
value, if higher, on every contract date anniversary from your contract date,   
up to the contract date anniversary following your 85th birthday or contract    
maturity, if earlier. See "Annual reset options" earlier in this section.       

If a reset is not applicable on your contract date anniversary, the Roll-up to  
age 85 benefit base will not be eligible to be reset again until the next       
contract date anniversary. For jointly-owned contracts, eligibility to reset    
the Roll-up to age 85 benefit base is based on the age of the older owner. For  
non-naturally owned contracts, eligibility is based on the age of the annuitant 
or older joint annuitant.                                                       

We will send you a notice in each year that the Roll-up to age 85 benefit base  
is eligible to be reset. If you are not enrolled in either the automatic annual 
reset program or the automatic customized reset program you will have 30 days   
from your contract date anniversary to request a reset. At any time, you may    
choose one of the three available reset methods: one-time reset option,         
automatic annual reset program or automatic customized reset program. The       
procedures for choosing a reset method are the same procedures described under  
"GMIB benefit base reset" earlier in this section.                              

The total dollar amount charged on future contract date anniversaries may       
increase as a result of the reset, even if the charge for the "Greater of"      
death benefit has not been increased, since the charges may be applied to a     
higher "Greater of" death benefit base than would have been otherwise applied.  
See "Charges and expenses" later in this Prospectus for more information.       

ANNUAL WITHDRAWAL AMOUNT AND YOUR ROLL-UP TO AGE 85 BENEFIT BASE                

If you have the "Greater of" death benefit and the GMIB, both your Roll-up to   
age 85 benefit base and GMIB benefit base are calculated the same way until age 
85. Therefore, your Roll-up to age 85 benefit base and GMIB benefit base are    
equal until age 85. Beginning after the contract date anniversary following the 
owner's (or older joint owner, if applicable) 85th birthday, your Roll-up to    
age 85 benefit base will (i) no longer roll up; (ii) no longer be eligible for  
resets; and (iii) be reduced dollar-for-dollar by withdrawals up to your Annual 
withdrawal amount. In contrast, the roll ups and resets for the GMIB benefit    
base calculation continue until age 95. Therefore, after age 85, your Roll-up   
to age 85 benefit base and your GMIB benefit base may differ.                   

WITHDRAWALS UP TO YOUR ANNUAL WITHDRAWAL AMOUNT AFFECT YOUR ROLL-UP TO AGE 85   
BENEFIT BASE THE EXACT SAME WAY AS THEY AFFECT YOUR GMIB BENEFIT BASE PRIOR TO  
THE CONTRACT DATE ANNIVERSARY FOLLOWING AGE 85.Beginning with the contract year 
that follows the contract year in which you first fund your Protected Benefit   
account, if Lifetime GMIB payments have not begun, you may withdraw up to your  
Annual withdrawal amount without reducing your Roll-up to age 85 benefit base.  

IT IS IMPORTANT TO NOTE THAT WITHDRAWALS IN EXCESS OF YOUR ANNUAL WITHDRAWAL    
AMOUNT WILL HAVE A HARMFUL EFFECT ON YOUR ROLL-UP TO AGE 85 BENEFIT BASE AND    
YOUR "GREATER OF" DEATH BENEFIT.An Excess withdrawal reduces your Roll-up to    
age 85 benefit base on a pro rata basis. A withdrawal from your Protected       
Benefit account in the first contract year in which the Protected Benefit       
account is funded is an Excess withdrawal. A withdrawal that causes your        
Protected Benefit account value to go to zero will terminate your "Greater of"  
death benefit.                                                                  

The reduction of your Roll-up to age 85 benefit base on a pro rata basis means  
that we calculate the percentage of your current Protected Benefit account      
value that is being withdrawn and we reduce your current Roll-up to age 85      
benefit base by the same percentage. A pro rata withdrawal will have a          
significant adverse effect on your Roll-up to age 85 benefit base in cases      
where the Protected Benefit account value is less than the Roll-up to age 85    
benefit base. For an example of how pro rata reduction works, see "How          
withdrawals affect your Guaranteed benefits" later in this section.             

For contracts with non-natural owners, the Roll-up to age 85 benefit base will  
be based on the annuitant's (or older joint annuitant's) age.                   
Please see Appendix III later in this Prospectus for an example of how the      
Roll-up to age 85 benefit base that is part of the "Greater of" Guaranteed      
minimum death benefit is calculated.                                            

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

If you change ownership of the contract, generally the Guaranteed minimum death 
benefit will automatically terminate, except under certain circumstances. See   
"Transfers of ownership, collateral assignments, loans and borrowing" in "More  
information" later in this Prospectus for more information.                     

The Guaranteed minimum death benefits are subject to state availability and     
your age at contract issue. For a state-by-state description of all material    
variations of this contract, see Appendix V later in this Prospectus.           

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For contracts with non-natural owners, the available death benefits are based   
on the annuitant's age.                                                         

Please see both "Effect of your account values falling to zero" in "Determining 
your contract's value" and "How withdrawals affect your Guaranteed benefits"    
later in this section and the section entitled "Charges and expenses" later in  
this Prospectus for more information on these Guaranteed benefits.              

See Appendix III later in this Prospectus for examples of how the benefit bases 
for the Guaranteed minimum death benefits work.                                 

HOW WITHDRAWALS AFFECT YOUR GUARANTEED BENEFITS                                 

In general, withdrawals from your Protected Benefit account will reduce your    
Guaranteed benefit bases on a pro rata basis. Reduction on a pro rata basis     
means that we calculate the percentage of your current Protected Benefit        
account value that is being withdrawn and we reduce your current Guaranteed     
benefit bases by the same percentage.                                           

For example, if your Protected Benefit account value is $30,000 and you         
withdraw $12,000, you have withdrawn 40% of your Protected Benefit account      
value. If your Guaranteed benefit base was $40,000 before the withdrawal, it    
would be reduced by $16,000 ($40,000 X .40) and your new Guaranteed benefit     
base after the withdrawal would be $24,000 ($40,000 - $16,000).                 

If your Protected Benefit account value is greater than your Guaranteed benefit 
base, an Excess withdrawal will result in a reduction of your Guaranteed        
benefit base that will be less than the withdrawal. For example, if your        
Protected Benefit account value is $30,000 and you withdraw $12,000, you have   
withdrawn 40% of your Protected Benefit account value. If your Guaranteed       
benefit base was $20,000 before the withdrawal, it would be reduced by $8,000   
($20,000 X .40) and your new Guaranteed benefit base after the withdrawal would 
be $12,000 ($20,000 - $8,000).                                                  

A pro rata deduction means that if you take a withdrawal that reduces your      
Guaranteed benefit bases on a pro rata basis and your Protected Benefit account 
value is less than your Guaranteed benefit base, the amount of the Guaranteed   
benefit base reduction will exceed the amount of the withdrawal.                

If you have the GMIB with the Highest Anniversary Value death benefit or the    
"Greater of" death benefit and you take a withdrawal from your Protected        
Benefit account, your Highest Anniversary Value benefit base for the respective 
Guaranteed minimum death benefits will be reduced on a dollar-for-dollar basis  
by withdrawals up to the Annual withdrawal amount, and on a pro rata basis by   
Excess withdrawals. NOTE THAT ANY WITHDRAWAL FROM YOUR PROTECTED BENEFIT        
ACCOUNT IN THE FIRST CONTRACT YEAR IN WHICH THE PROTECTED BENEFIT ACCOUNT IS    
FUNDED IS AN EXCESS WITHDRAWAL. If you take a withdrawal from your Protected    
Benefit account and you do not have the GMIB with the Highest Anniversary Value 
death benefit, your Highest Anniversary Value benefit base will be reduced on a 
pro rata basis.                                                                 

Withdrawals affect your GMIB benefit base and Roll-up to age 85 benefit base,   
as follows:                                                                     

..   A withdrawal from your Protected Benefit account in the contract year in   
 which you first fund your Protected Benefit account will reduce your GMIB
benefit base and Roll-up to age 85 benefit base on a pro rata basis.    

..   Beginning with the contract year that follows the contract year in which   
you fund your Protected Benefit account, if your Lifetime GMIB payments 
have not begun, withdrawals up to your Annual withdrawal amount will not
reduce your GMIB benefit base.                                          

..   Beginning with the contract year that follows the contract year in which   
you fund your Protected Benefit account and until the contract date     
anniversary after age 85, if your Lifetime GMIB payments have not begun,
withdrawals up to your Annual withdrawal amount will not reduce your    
Roll-up to age 85 benefit base.                                         

..   Beginning on the contract date anniversary after age 85, withdrawals will  
  reduce your Roll-up to age 85 benefit base on a dollar-for-dollar basis up
to your Annual withdrawal amount.                                       

..   The portion of a withdrawal in excess of your Annual withdrawal amount     
   ("Excess withdrawal") will always reduce your GMIB benefit base and Roll-up
to age 85 benefit base on a pro rata basis. This means that once a      
withdrawal is taken that causes the sum of the withdrawals from your    
Protected Benefit account to exceed the Annual withdrawal amount, that  
   portion of the withdrawal that exceeds the Annual withdrawal amount and any
   subsequent withdrawals from your Protected Benefit account in that contract
 year will reduce the GMIB benefit base and Roll-up to age 85 benefit base
on a pro rata basis.                                                    

Withdrawals affect your RMD Wealth Guard death benefit base, as follows:        

..   A withdrawal from your Protected Benefit account prior to the calendar year
   in which you turn age 701/2 will be treated as an Excess RMD withdrawal and
 will reduce your RMD Wealth Guard death benefit base on a pro rata basis.

..   A withdrawal from your Protected Benefit account beginning from the        
 calendar year in which you turn age 701/2 will be treated as a RMD Wealth
Guard withdrawal and will count towards your RMD Wealth Guard withdrawal
amount.                                                                 

..   A withdrawal from your Protected Benefit account beginning from the        
calendar year in which you turn age 701/2 in excess of your RMD Wealth  
Guard withdrawal amount will be treated as an Excess RMD withdrawal. The
portion of a withdrawal in excess of your RMD Wealth Guard withdrawal   
 amount will reduce your RMD Wealth Guard death benefit base on a pro rata
basis. This means that once a withdrawal is taken that causes the sum of
the withdrawals from your Protected Benefit account to exceed the RMD   
   Wealth Guard withdrawal amount, that portion of the withdrawal that exceeds
  the RMD Wealth Guard withdrawal amount and any subsequent withdrawals from
your Protected Benefit account in that calendar year will reduce the RMD
Wealth Guard death benefit base on a pro rata basis.                    

Please see Appendix VII later in this Prospectus for examples of how            
withdrawals affect your Guaranteed benefit bases. For information on how RMD    
payments affect your Guaranteed benefits, see "Lifetime required minimum        
distribution withdrawals" in "Accessing your money" later in this Prospectus.   
For information on how RMD payments affect your RMD Wealth Guard death benefit, 
see "RMDs for contracts with the RMD Wealth Guard death benefit" in "Accessing  
your money" later in this Prospectus. For information about the RMD Wealth      
Guard death benefit, see "RMD Wealth Guard death benefit" earlier in this       
Prospectus.                                                                     

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DROPPING OR CHANGING YOUR GUARANTEED BENEFITS                                   

You can drop or change your Guaranteed benefits, subject to our rules. Your     
ability to do so depends on whether you have funded your Protected Benefit      
account. If you have not funded your Protected Benefit account, we call this a  
"pre-funding" drop or change. If you have funded your Protected Benefit         
account, we call this a "post-funding" drop. Also, in order to make a change to 
your Guaranteed minimum death benefit, you must meet the eligibility            
requirements for the new benefit. If you drop a Guaranteed benefit, you will    
not be permitted to add it back to your contract.                               

PRE-FUNDING DROP OR CHANGE                                                      

Prior to funding your Protected Benefit account, you can drop your GMIB,        
Guaranteed minimum death benefit, or change your Guaranteed minimum death       
benefit. The Return of Principal death benefit cannot be dropped prior to       
funding your Protected Benefit account. For contracts with the GMIB, the        
Guaranteed minimum death benefit generally cannot be changed without first      
dropping the GMIB. In Appendix I, we provide a chart that lists the possible    
Guaranteed benefit combinations under the Retirement Cornerstone(R) Series E    
contract and our rules for dropping and changing benefits prior to funding your 
Protected Benefit account.                                                      

POST-FUNDING DROP                                                               

If you funded your Protected Benefit account at issue and your contract has     
been in force for at least four years, you have the option to drop both your    
GMIB and Guaranteed minimum death benefit. Also, in some cases, you can drop    
your GMIB and retain your Guaranteed minimum death benefit. If you funded your  
Protected Benefit account after issue, you generally cannot drop your           
Guaranteed benefit(s) until the later of: (i) the contract date anniversary     
following the date the Protected Benefit account was funded and (ii) four years 
from contract issue.                                                            

If you decide to drop all Guaranteed benefits post-funding, we require that you 
complete the administrative form we provide for this purpose. You must either   
take a full withdrawal of your Protected Benefit account or make a one-time     
transfer to the Investment account variable investment options and guaranteed   
interest option. The Guaranteed benefits and any applicable charges will be     
terminated as of the business day we receive the properly completed             
administrative form at our processing office. Please note that when a           
Guaranteed benefit (other than the Return of Principal death benefit) is        
dropped on any date other than a contract date anniversary, we will deduct a    
pro rata portion of the charge for that year.                                   

For contracts with the GMIB, the Guaranteed minimum death benefit cannot be     
dropped without first dropping the GMIB. In Appendix I, we provide a chart that 
lists the possible Guaranteed benefit combinations under the Retirement         
Cornerstone(R) Series E contract and our rules for dropping and changing        
benefits if you have already funded your Protected Benefit account.             

If you drop the GMIB from your contract and retain the GMDB, the ATP will no    
longer be in effect and any account value in the AXA Ultra Conservative         
Strategy investment option will be allocated according to your instructions on  
file for the Protected Benefit account. If you drop the GMIB from your contract 
and do not retain the GMDB and you make a one-time transfer to the Protected    
Benefit account, any account value in the AXA Ultra Conservative Strategy       
investment option will be allocated according to your instructions on file for  
the Investment account (including the guaranteed interest option). Please note  
that if you drop the GMIB from your contract, you may not retain the "Greater   
of" GMDB.                                                                       

DROPPING OR CHANGING YOUR GUARANTEED BENEFITS IN THE EVENT OF A FEE CHANGE. In  
the event that we exercise our contractual right to change the fee for the      
GMIB, "Greater of" death benefit, or RMD Wealth Guard death benefit, you may be 
given a one-time opportunity to drop your Guaranteed benefits or change your    
GMDB if it is not yet funded, subject to our rules. You may drop or change your 
Guaranteed benefits only within 30 days of the fee change notification. This    
right to drop or change your Guaranteed benefits is in addition to any other    
rights you may have, as described in Appendix I "Dropping or changing your      
Guaranteed benefits". See "Fee changes for the Guaranteed minimum income        
benefit and "Greater of" death benefit" in "Charges and expenses" and Appendix  
I "Dropping or changing your Guaranteed benefits" later in this Prospectus for  
more information.                                                               

GUARANTEED BENEFIT OFFERS                                                       

From time to time, we may offer you some form of payment or incentive in return 
for terminating or modifying certain guaranteed benefits. Previously, we made   
offers to groups of contract owners that provided for an increase in account    
value in return for terminating their guaranteed death or income benefits. In   
the future, we may make additional offers to these and other groups of contract 
owners.                                                                         

When we make an offer, we may vary the offer amount, up or down, among the same 
group of contract owners based on certain criteria such as account value , the  
difference between account value and any applicable benefit base, investment    
allocations and the amount and type of withdrawals taken. For example, for      
guaranteed benefits that have benefit bases that can be reduced on either a pro 
rata or dollar-for-dollar basis, depending on the amount of withdrawals taken,  
we may consider whether you have taken any withdrawal that has caused a pro     
rata reduction in your benefit base, as opposed to a dollar-for-dollar          
reduction. Also, we may increase or decrease offer amounts from offer to offer. 
In other words, we may make an offer to a group of contract owners based on an  
offer amount, and, in the future, make another offer based on a higher or lower 
offer amount to the remaining contract owners in the same group.                

If you accept an offer that requires you to terminate a guaranteed benefit, we  
will no longer charge you for it, and you will not be eligible for any future   
offers related to that type of guaranteed benefit, even if such future offer    
would have included a greater offer amount or different payment or incentive.   

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS                            

If for any reason you are not satisfied with your contract, you may exercise    
your cancellation right under the contract to receive a refund. To exercise     
this cancellation right, you must notify us with a signed letter of instruction 
electing this right, to our processing office within 10 days after you receive  
your contract. If state law requires, this "free look" period may be longer.    
Other state variations may apply. For a state-by-state description of all       
material variations of this contract, including specific information on your    
"free look" period, see Appendix V later in this Prospectus.                    

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Generally, your refund will equal your Total account value under the contract   
on the day we receive notification of your decision to cancel the contract and  
will reflect (i) any investment gain or loss in the variable investment options 
(less the daily charges we deduct), (ii) any guaranteed interest in the         
guaranteed interest option, and (iii) any interest in the account for special   
dollar cost averaging (if applicable), through the date we receive your         
contract. Some states, however, require that we refund the full amount of your  
contribution (not reflecting (i), (ii) or (iii) above). Please refer to your    
contract or supplemental materials or contact us for more information. 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:                                                               

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

..   you change your mind before you receive your contract.                     

Please note that if you exercise your right to cancel your contract, your       
refund amount will be returned to you and will not be restored to your Prior    
Contract. Please see "Tax information" later in this Prospectus for possible    
consequences of cancelling your contract.                                       

If you fully convert an existing traditional IRA contract to a Roth IRA         
contract, you may cancel your Roth IRA contract and return to a traditional IRA 
contract. Our processing office, or your financial professional, can provide    
you with the cancellation instructions.                                         

In addition to the cancellation right described above, you have the right to    
surrender your contract, rather than cancel it. Please see "Surrendering your   
contract to receive its cash value" in "Accessing your money" later in this     
Prospectus. Surrendering your contract may yield results different than         
canceling your contract, including a greater potential for taxable income. In   
some cases, your cash value upon surrender may be greater than your             
contributions to the contract. Please see "Tax information," later in this      
Prospectus.                                                                     

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2. Determining your contract's value                                            

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YOUR ACCOUNT VALUE AND CASH VALUE                                               

Your "Total account value" is the total of: (i) the Protected Benefit account   
value, and (ii) the Investment account value. Your "Protected Benefit account   
value" is the total value you have in: (i) the Protected Benefit account        
variable investment options, and (ii) amounts in the Special DCA program        
designated for the Protected Benefit account variable investment options. Your  
"Investment account value" is the total value you have in: (i) the Investment   
account variable investment options, (ii) the guaranteed interest option, and   
(iii) amounts in the Special DCA program designated for the Investment account  
variable investment options and the guaranteed interest option. See "What are   
your investment options under the contract?" in "Contract features and          
benefits" for a detailed list of the Protected Benefit account variable         
investment options and Investment account variable investment options.          

Your contract also has a "cash value." Your contract's cash value is equal to   
the Total account value, less: (i) the total amount or a pro rata portion of    
the annual administrative charge; and (ii) any optional benefit charges. Please 
see "Surrendering your contract to receive its cash value" in "Accessing your   
money" later in this Prospectus.                                                

YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS                        

Each variable investment option (including the AXA Ultra Conservative Strategy  
investment option) invests in shares of a corresponding Portfolio. Your value   
in each variable investment option (including the AXA Ultra Conservative        
Strategy 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 (including the AXA Ultra     
Conservative Strategy investment option) depends on the investment performance  
of that option, less daily charges for:                                         

(i)operations expenses;                                                         

(ii)administration expenses; and                                                

(iii)distribution charges.                                                      

 On any day, your value in any variable investment option (including the AXA
Ultra Conservative Strategy 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 
(including the AXA Ultra Conservative Strategy investment option) does not
change unless they are:                                                   

(i)increased to reflect subsequent contributions;                               

(ii)decreased to reflect withdrawals; or                                        

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

In addition, when we deduct any Guaranteed benefit charge, the number of units  
credited to your contract will be reduced. Your units are also reduced when we  
deduct the annual administrative charge. A description of how unit values are   
calculated can be found in the SAI.                                             

YOUR CONTRACT'S VALUE IN THE GUARANTEED INTEREST OPTION                         

Your value in the guaranteed interest option at any time will equal: your       
contributions and transfers to that option, plus interest, minus transfers and  
withdrawals out of the option, and charges we deduct.                           

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

Your value in the account for special dollar cost averaging at any time will    
equal your contribution allocated to that option, plus interest, minus any      
amounts that have been transferred to the variable investment options you have  
selected, and charges we deduct.                                                

EFFECT OF YOUR ACCOUNT VALUES FALLING TO ZERO                                   

In general, your contract will terminate without value if your Total account    
value falls to zero as the result of withdrawals, or the payment of any         
applicable charges when due, or a combination of two, as described below:       

..   If you have Investment account value only and it falls to zero as the      
result of withdrawals or the payment of any applicable charges, your    
contract will terminate.                                                

..   Your Return of Principal, Highest Anniversary Value, and "Greater of"      
Guaranteed minimum death benefits will terminate without value if your  
  Protected Benefit account value falls to zero as the result of withdrawals
 or the payment of any applicable charges. This will happen whether or not
 you also have the GMIB or receive Lifetime GMIB payments. Unless you have
amounts allocated to your Investment account, your contract will also   
terminate.                                                              

..   If you have the RMD Wealth Guard death benefit and your Protected Benefit  
account value falls to zero before the owner reaches age 95, you will   
receive periodic payments until we have returned the value of the RMD   
  Wealth Guard death benefit base, less any RMD withdrawals previously taken
from the Protected Benefit account before it fell to zero. We will treat
 this as a period certain annuity for the period measured from the owner's
  age when the Protected Benefit account value falls to zero to age 95. Your
contract will terminate, unless you have amounts allocated to the       
  Investment account. Any remaining RMD payments from the Investment account
 will continue uninterrupted. The period certain annuity, which will begin
   one modal period from the date the Protected Benefit account falls to zero,
will be treated as a                                                    

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 separate annuity contract for purposes of the required minimum distribution
rules. Any remaining RMD payments from the entire contract must be taken  
from the Investment account in the calendar year the Protected Benefit    
account falls to zero. See "RMD Wealth Guard death benefit" in "Contract  
features and benefits" earlier in this Prospectus; as well as "Tax        
information" later in the Prospectus for more information.                

..   If you have the GMIB and your Protected Benefit account value falls to zero
   as the result of the payment of any applicable charges or a withdrawal that
   is not an Excess withdrawal, you will receive Lifetime GMIB payments if the
  no lapse guarantee is still in effect, in accordance with the terms of the
GMIB. Unless you have amounts allocated to your Investment account, your
contract will also terminate.                                           

..   If your Protected Benefit account value falls to zero due to an Excess     
   withdrawal, your GMIB will terminate and you will not receive Lifetime GMIB
payments. Unless you have amounts allocated to your Investment account, 
your contract will also terminate.                                      

Certain withdrawals, even one that does not cause your Total account value to   
fall to zero, will be treated as a request to surrender your contract and       
terminate your Guaranteed minimum death benefit. See "Withdrawals treated as    
surrenders" in "Accessing your money."                                          

As discussed earlier in this Prospectus, we reserve the right to discontinue or 
limit your ability to make subsequent contributions to the                      
contract or subsequent transfers or contributions to the Protected Benefit      
account variable investment options, either directly or through the Special DCA 
program. If we exercise this right, you will not have the ability to fund the   
contract and any Guaranteed benefits in order to avoid contract and/or          
Guaranteed benefit termination.                                                 

Withdrawals and/or deductions of charges during or following a period of poor   
market performance in which your account values decrease, increases the         
possibility that such a withdrawal or deduction could cause your account values 
to fall to zero.                                                                

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3. Transferring your money among investment options                             

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TRANSFERRING YOUR ACCOUNT VALUE                                                 

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

..   You may not transfer any amount to the Special DCA program.                

..   Amounts allocated to the Investment account variable investment options or 
  guaranteed interest option can be transferred among the Investment account
variable investment options. If you elect the "Greater of" GMDB, you may
transfer amounts allocated to the Investment account variable investment
   options and the guaranteed interest option to the Protected Benefit account
 variable investment options until the contract date anniversary following
  owner age 70. If you do not elect the "Greater of" GMDB and you select the
   GMIB, you may transfer amounts allocated to the Investment account variable
investment options and the guaranteed interest option to the Protected  
Benefit account variable investment options until the contract date     
 anniversary following owner age 80. Transfers into your Protected Benefit
 account will be allocated in accordance with your allocation instructions
  on file. See the limitations on amounts that may be transferred out of the
guaranteed interest option below.                                       

..   If you elect the RMD Wealth Guard death benefit, you may transfer amounts  
allocated to the Investment account variable investment options and the 
guaranteed interest option to the Protected Benefit account variable    
investment options at any time prior to your 71st birthday or your first
RMD withdrawal whichever is earlier.                                    

..   Transfers are also subject to the limitations described below:             

  -- If you are under age 66, you may transfer 100% of your Investment account
value variable investment options to the Protected Benefit account  
variable investment options. If you are age 66 or older, the maximum
    amount you may transfer to the Protected Benefit account is equal to the
Investment account value as of the transaction date minus your total
contributions to the Investment account from age 66 through age 70. 

For example, assume you are 68 years old and your Investment account
  value on the date of your transfer request is $100,000. Further assume
     that your total contributions to the Investment account from age 66 to 68
were equal to $20,000. The maximum amount you may transfer from the 
   Investment account variable investment options to the Protected Benefit
     account variable investment options would be equal to $80,000 ($100,000 -
$20,000).                                                           

..   Amounts invested in the Protected Benefit account variable investment      
options can only be transferred among the Protected Benefit account     
   variable investment options. Transfers out of the Protected Benefit account
   variable investment options into the Investment account variable investment
options or guaranteed interest option are not permitted. However, if the
  owner elects to drop all Guaranteed benefits, the entire Protected Benefit
 account value must be withdrawn from the contract or transferred into the
Investment account variable investment options or guaranteed interest   
option. See "Dropping or changing your Guaranteed benefits" in "Contract
 features and benefits" earlier in this Prospectus. See the limitations on
  amounts that may be transferred into the guaranteed interest option below.
  ONCE A WITHDRAWAL IS TAKEN FROM YOUR PROTECTED BENEFIT ACCOUNT, YOU CANNOT
 MAKE ADDITIONAL CONTRIBUTIONS TO YOUR PROTECTED BENEFIT ACCOUNT. YOU MAY,
   HOWEVER, BE ABLE TO CONTINUE TO MAKE TRANSFERS FROM YOUR INVESTMENT ACCOUNT
TO THE PROTECTED BENEFIT ACCOUNT VARIABLE INVESTMENT OPTIONS UNTIL SUCH 
   TIME YOU MAKE A SUBSEQUENT CONTRIBUTION TO YOUR INVESTMENT ACCOUNT AT WHICH
POINT TRANSFERS INTO THE PROTECTED BENEFIT ACCOUNT WILL NO LONGER BE    
AVAILABLE. A subsequent contribution received by us in the first 90     
calendar days after your contract is issued will not be counted towards 
shutting down transfers to your Protected Benefit account. See "How     
withdrawals affect your Guaranteed benefits" in "Contract features and  
benefits" earlier in this Prospectus.                                   

..   You may not transfer any amount to the AXA Ultra Conservative Strategy     
investment option.                                                      

..   Beginning in the contract year that follows the contract year in which you 
first fund your Protected Benefit account and until the contract date   
anniversary through age 70, you may elect to have 100% of your Protected
Benefit account value in the AXA Ultra Conservative Strategy investment 
option transferred out and allocated according to your allocation       
instructions on file for the Protected Benefit account. You may only    
initiate this transfer once per contract year and you must make this    
election using our required form. This election is called the ATP exit  
   option. See ''Asset transfer program (''ATP'')'' in ''Contract features and
benefits'' for more information.                                        

..   A transfer into the guaranteed interest option will not be permitted if    
such transfer would result in more than 25% of the Total account value  
being allocated to the guaranteed interest option, based on the Total   
 account value as of the previous business day. This restriction is waived
for amounts transferred from a dollar cost averaging program into the   
guaranteed interest option.                                             

..   We reserve the right to restrict transfers into and among variable         
investment options, including limitations on the number, frequency, or  
dollar amount of transfers.                                             

..   We may charge a transfer charge for any transfers in excess of 12 transfers
in a contract year. For more information, see "Transfer charge" under   
"Charges that AXA Equitable deducts" in "Charges and expenses" later in 
this Prospectus.                                                        

..   For transfer restrictions regarding disruptive transfer activity, see      
"Disruptive transfer activity" below.                                   

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..   The maximum amount that may be transferred from the guaranteed interest    
  option to any investment option (including amounts transferred pursuant to
the fixed-dollar option and interest sweep option dollar cost averaging 
programs described under "Allocating your contributions" in "Contract   
  features and benefits" earlier in this Prospectus) in any contract year is
the greatest of:                                                        

 (a)25% of the amount you have in the guaranteed interest option on the last
day of the prior contract year; or                                  

 (b)the total of all amounts transferred at your request from the guaranteed
  interest option to any of the investment options in the prior contract
year; or                                                            

  (c)25% of amounts transferred or allocated to the guaranteed interest option
during the current contract year.                                   

From time to time, we may remove the restrictions regarding transferring        
amounts out of the guaranteed interest option. If we do so, we will tell you by 
way of a supplement to this Prospectus. We will also tell you at least 45 days  
in advance of the day that we intend to reimpose the transfer restrictions.     
When we reimpose the transfer restrictions, if any dollar cost averaging        
transfer out of the guaranteed interest option causes a violation of the 25%    
outbound restriction, that dollar cost averaging program will be terminated for 
the current contract year. A new dollar cost averaging program can be started   
in the next or subsequent contract years.                                       

You may request a transfer in writing (using our specific form), or through     
Online Account Access. You must send in all written transfer requests on the    
specific form we provide directly to our processing office. We will confirm all 
transfers in writing.                                                           

Please see "Allocating your contributions" in "Contract features and benefits"  
for more information about your role in managing your allocations.              

DISRUPTIVE TRANSFER ACTIVITY                                                    

You should note that the contract is not designed for professional "market      
timing" organizations, or other organizations or individuals engaging in a      
market timing strategy. The contract is not designed to accommodate programmed  
transfers, frequent transfers or transfers that are large in relation to the    
total assets of the underlying Portfolio.                                       

Frequent transfers, including market timing and other program trading or        
short-term trading strategies, may be disruptive to the underlying Portfolios   
in which the variable investment options invest. Disruptive transfer activity   
may adversely affect performance and the interests of long-term investors by    
requiring a Portfolio to maintain larger amounts of cash or to liquidate        
Portfolio holdings at a disadvantageous time or price. For example, when market 
timing occurs, a Portfolio may have to sell its holdings to have the cash       
necessary to redeem the market timer's investment. This can happen when it is   
not advantageous to sell any securities, so the Portfolio's performance may be  
hurt. When large dollar amounts are involved, market timing can also make it    
difficult to use long-term investment strategies because a Portfolio cannot     
predict how much cash it will have to invest. In addition, disruptive transfers 
or purchases and redemptions of portfolio investments may impede efficient      
portfolio management and impose increased transaction costs, such as brokerage  
costs, by requiring the portfolio manager to effect more frequent purchases and 
sales of portfolio securities. Similarly, a Portfolio may bear increased        
administrative costs as a result of the asset level and investment volatility   
that accompanies patterns of excessive or short-term trading. Portfolios that   
invest a significant portion of their assets in foreign securities or the       
securities of small- and mid-capitalization companies tend to be subject to the 
risks associated with market timing and short-term trading strategies to a      
greater extent than Portfolios that do not. Securities trading in overseas      
markets present time zone arbitrage opportunities when events affecting         
Portfolio securities values occur after the close of the overseas market but    
prior to the close of the U.S. markets. Securities of small- and                
mid-capitalization companies present arbitrage opportunities because the market 
for such securities may be less liquid than the market for securities of larger 
companies, which could result in pricing inefficiencies. Please see the         
prospectuses for the underlying Portfolios for more information on how          
Portfolio shares are priced.                                                    

We currently use the procedures described below to discourage disruptive        
transfer activity. You should understand, however, that these procedures are    
subject to the following limitations: (1) they primarily rely on the policies   
and procedures implemented by the underlying Portfolios; (2) they do not        
eliminate the possibility that disruptive transfer activity, including market   
timing, will occur or that portfolio performance will be affected by such       
activity; (3) the design of market timing procedures involves inherently        
subjective judgments, which we seek to make in a fair and reasonable manner     
consistent with the interests of all contract owners; and (4) these procedures  
do not apply to the AXA Ultra Conservative Strategy Portfolio.                  

We offer investment options with underlying Portfolios that are part of AXA     
Premier VIP Trust and EQ Advisors Trust (together, the "affiliated trusts"), as 
well as investment options with underlying Portfolios of outside trusts with    
which AXA Equitable has entered participation agreements (the "unaffiliated     
trusts" and, collectively with the affiliated trusts, the "trusts"). The        
affiliated trusts have adopted policies and procedures regarding disruptive     
transfer activity. They discourage frequent purchases and redemptions of        
Portfolio shares and will not make special arrangements to accommodate such     
transactions. They aggregate inflows and outflows for each Portfolio on a daily 
basis. On any day when a Portfolio's net inflows or outflows exceed an          
established monitoring threshold, the affiliated trust obtains from us contract 
owner trading activity. The affiliated trusts currently consider transfers into 
and out of (or vice versa) the same variable investment option within a five    
business day period as potentially disruptive transfer activity.                

When a contract is identified in connection with potentially disruptive         
transfer activity for the first time, a letter is sent to the contract owner    
explaining that there is a policy against disruptive transfer activity and that 
if such activity continues certain transfer privileges may be eliminated. If    
and when the contract owner is identified a second time as engaged in           
potentially disruptive transfer activity under the contract, we currently       
prohibit the use of voice, fax and automated transaction services. We currently 
apply such action for the remaining life of each affected contract. We or a     
trust may change the definition of potentially disruptive transfer activity,    
the monitoring procedures and thresholds, any notification procedures, and the  
procedures to restrict this activity. Any new or revised policies and           
procedures will apply to all contract owners uniformly. We do not permit        
exceptions to our policies restricting disruptive transfer activity.            

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Each unaffiliated trust may have its own policies and procedures regarding      
disruptive transfer activity. If an unaffiliated trust advises us that there    
may be disruptive activity from one of our contract owners, we will work with   
the unaffiliated trust to review contract owner trading activity. Each trust    
reserves the right to reject a transfer that it believes, in its sole           
discretion, is disruptive (or potentially disruptive) to the management of one  
of its Portfolios. Please see the prospectuses for the trusts for more          
information.                                                                    

It is possible that a trust may impose a redemption fee designed to discourage  
frequent or disruptive trading by contract owners. As of the date of this       
Prospectus, the trusts had not implemented such a fee. If a redemption fee is   
implemented by a trust, that fee, like any other trust fee, will be borne by    
the contract owner.                                                             

Contract owners should note that it is not always possible for us and the       
underlying trusts to identify and prevent disruptive transfer activity. In      
addition, because we do not monitor for all frequent trading at the separate    
account level, contract owners may engage in frequent trading which may not be  
detected, for example, due to low net inflows or outflows on the particular     
day(s). Therefore, no assurance can be given that we or the trusts will         
successfully impose restrictions on all potentially disruptive transfers.       
Because there is no guarantee that disruptive trading will be stopped, some     
contract owners may be treated differently than others, resulting in the risk   
that some contract owners may be able to engage in frequent transfer activity   
while others will bear the effect of that frequent transfer activity. The       
potential effects of frequent transfer activity are discussed above.            

REBALANCING AMONG YOUR INVESTMENT ACCOUNT VARIABLE INVESTMENT OPTIONS AND       
GUARANTEED INTEREST OPTION                                                      

We offer two rebalancing programs that you can use to automatically reallocate  
your Investment account value among your Investment account variable investment 
options and the guaranteed interest option. Option I allows you to rebalance    
your Investment account value among the Investment account variable investment  
options. Option II allows you to rebalance your Investment account value among  
the Investment account variable investment options and the guaranteed interest  
option.                                                                         

To enroll in one of our rebalancing programs, you must notify us in writing or  
through Online Account Access and tell us:                                      

(a)the percentage you want invested in each 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. If a  
contract is established after the 28th, rebalancing will occur on the first     
business day of the month following the contract date. If you elect quarterly   
rebalancing, the rebalancing in the last quarter of the contract year will      
occur on the contract date anniversary.                                         

Once it is available, you may elect or terminate the rebalancing program at any 
time. You may also change your allocations under the program at any time. Once  
enrolled in the rebalancing program, it will remain in effect until you         
instruct us in writing to terminate the program. Requesting an investment       
option transfer while enrolled in our rebalancing program will not              
automatically change your allocation instructions for rebalancing your account  
value. This means that upon the next scheduled rebalancing, we will transfer    
amounts among your investment options pursuant to the allocation instructions   
previously on file for your program. Changes to your allocation instructions    
for the rebalancing program (or termination of your enrollment in the program)  
must be in writing and sent to our processing office. Termination requests can  
be made online through Online Account Access. See "How to reach us" in "Who is  
AXA Equitable?" earlier in this Prospectus. There is no charge for the          
rebalancing feature.                                                            

--------------------------------------------------------------------------------
REBALANCING DOES NOT ASSURE A PROFIT OR PROTECT AGAINST LOSS. YOU SHOULD        
PERIODICALLY REVIEW YOUR ALLOCATION PERCENTAGES AS YOUR NEEDS CHANGE. YOU MAY   
WANT TO DISCUSS THE REBALANCING PROGRAM WITH YOUR FINANCIAL PROFESSIONAL BEFORE 
ELECTING THE PROGRAM.                                                           
--------------------------------------------------------------------------------

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

If you select Option II, you will be subject to our rules regarding transfers   
from the guaranteed interest option to the Investment account variable          
investment options. These rules are described in "Transferring your account     
value" earlier in this section. Under Option II, a transfer into or out of the  
guaranteed interest option to initiate the rebalancing program will not be      
permitted if such transfer would violate these rules. If this occurs, the       
rebalancing program will not go into effect.                                    

You may not elect Option II if you are participating in any dollar cost         
averaging program. You may not elect Option I if you are participating in the   
general dollar cost averaging program.                                          

Our optional rebalancing programs are not available for amounts allocated to    
the Protected Benefit account variable investment options. For information      
about rebalancing among the Protected Benefit account variable investment       
options, see the section below.                                                 

REBALANCING AMONG YOUR PROTECTED BENEFIT ACCOUNT VARIABLE INVESTMENT OPTIONS    

You can rebalance your Protected Benefit account value by submitting a request  
to rebalance as of the date we receive your request, however, scheduled         
recurring rebalancing is not available. Therefore, any subsequent rebalancing   
transactions would require a subsequent rebalancing request. Your rebalance     
request must indicate the percentage you want rebalanced in each investment     
option (whole percentages only). You can rebalance only to the investment       
options available in your Protected Benefit account.                            

When we rebalance your Protected Benefit account, we will transfer amounts      
among the investment options so that the percentage of your account value in    
each option at the end of the rebalancing date matches the most recent          
allocation instructions that we have on file. Rebalancing does not assure a     
profit or protect against loss, so you should periodically review your          
allocation percentages as your needs change. Amounts in the AXA Ultra           
Conservative Strategy investment option are excluded from rebalancing.          

SYSTEMATIC TRANSFER PROGRAM                                                     

Under the systematic transfer program, you may elect to have amounts from the   
Investment account variable investment options                                  

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and the guaranteed interest option transferred to the Protected Benefit account 
variable investment options. This can be done on a quarterly, semi-annual or    
annual basis. There are four transfer options available under this program.     

--------------------------------------------------------------------------------
PLEASE CHECK WITH YOUR FINANCIAL PROFESSIONAL OR ONE OF OUR CUSTOMER SERVICE    
REPRESENTATIVES REGARDING THE AVAILABILITY OF OUR SYSTEMATIC TRANSFER PROGRAM   
OPTIONS.                                                                        
--------------------------------------------------------------------------------

(i)FIXED DOLLAR. Under this option, you can transfer a specified dollar amount, 
 subject to a minimum of $50. The dollar amount you select cannot be changed
while the program is in effect. If your Investment account value on the   
transfer date is $50 or less, and you have not elected the systematic     
transfer program to be in effect for a specified period of time, we will  
transfer the entire amount and the program will end.                      

(ii)FIXED PERCENTAGE. Under this program, you can transfer a specified          
 percentage of your Investment account as of the date of the transfer. The
  percentage you select cannot be changed while the program is in effect. If
  your Investment account value on the transfer date is $50 or less, and you
have not elected the systematic transfer program to be in effect for a  
specified period of time, we will transfer the entire amount and the    
program will end.                                                       

(iii)TRANSFER THE GAINS. Under this option, you can transfer amounts in excess  
    of your "total net contributions" (described below) made to the Investment
account as of the date of the transfer. The calculated amount to be   
   transferred must be $50 or greater in order for the transfer to occur. If
you elect this option after issue, the first transfer will be for all 
  gains in the Investment account as of the date of the transfer. If there
are no gains in the Investment account, a transfer will not occur.    

(iv)TRANSFER THE GAINS IN EXCESS OF A SPECIFIED PERCENTAGE. Under this option,  
   you can transfer amounts in excess of a specified percentage of your "total
 net contributions" (described below) made to the Investment account as of
the date of the sweep. There is no restriction on the maximum percentage
  you can request, however, the specified percentage cannot be changed while
the program is in effect. Also, the calculated amount to be transferred 
must be $50 or greater in order for the transfer to occur. If you elect 
this option after issue, the first transfer will be for all gains in the
Investment account in excess of a specified percentage. If there are no 
gains in the Investment account, a transfer will not occur.             

For all options, you may elect the systematic transfer program to be in effect  
for a specified period of time. If you elect the systematic transfer program to 
be in effect for a specified period of time, the program will continue in       
effect until the end of the specified period of time or, if earlier, the date   
you are no longer eligible to transfer amounts into the Protected Benefit       
account. Any contributions made to the Investment account while the program is  
in effect will be subject to transfer or sweep to the Protected Benefit account 
until the date you are no longer eligible to transfer amounts into the          
Protected Benefit account.                                                      

For options (iii) and (iv), the "net contribution amount" is the total          
contributions made to the Investment account, adjusted for withdrawals and all  
transfers to the Protected Benefit account. All subsequent contributions made   
to the Investment account will increase the net contribution amount by the      
dollar amount of the contribution as of the transaction date of the             
contribution. All withdrawals and ad hoc transfers from the Investment account  
will be withdrawn or transferred -- gains first. The net contribution amount    
will only be reduced by a withdrawal or transfer to the extent that the         
withdrawal or transfer is in excess of "gains" in the Investment account on the 
date of the transfer. For this purpose, "gains" is equal to the Investment      
account value immediately prior to the withdrawal or transfer in excess of net  
contribution.                                                                   

Please note the following under the Systematic transfer program:                

..   As noted above, transfers can be made on a quarterly, semi-annual or annual
basis. You can choose a start date for transfers but it cannot be later 
than the 28th day of the month or later than one year from the date you 
  enroll. The frequency for transfers cannot be changed while the program is
   in effect. If you decide you want to change the frequency of transfers, you
must cancel your current program and re-enroll in the program.          

..   Each transfer will be pro-rated from all of your investment options in the 
Investment account, except for amounts allocated to the Special DCA     
 program. If either option (iii) or (iv) is selected and there are amounts
   allocated to the Special DCA program, the calculation of the sweep will use
your Investment account value (including any amounts in the Special DCA 
program that are designated for future transfers to the Investment      
account). However, once the amount to be transferred is calculated, the 
  transfer will be pro-rated from the Investment account variable investment
  options and the Guaranteed interest option. No amounts will be transferred
from the Special DCA program.                                           

..   Under the Fixed percentage option, the calculation of the transfer will not
include any amounts in the Special DCA program and the transfer will be 
 pro-rated from the Investment account variable investment options and the
guaranteed interest option.                                             

..   All transfers to the Protected Benefit account variable investment options 
will be in accordance with your allocation instructions on file.        

..   An ad hoc transfer from the Investment account to the Protected Benefit    
account that is not part of the Systematic transfer program will not    
  terminate the program. Please note, however, that a transfer under options
(iii) or (iv) could decrease the net contribution amount that is used to
determine the gains on each transfer date.                              

..  You can only have one Systematic transfer program in effect at any one time.

..   You can cancel your Systematic transfer program at any time.               

..   Transfers under your Systematic transfer program do not count toward the   
transfers under the contract that may be subject to a transfer charge.  

..   The Systematic transfer program is available with any dollar cost averaging
program available under your contract.                                  

..   You can elect a rebalancing program for your Investment account value while
  the Systematic transfer program is in effect. If a rebalancing transaction
 date and Systematic transfer program transaction date happen to be on the
  same Business day, the transfer under the Systematic transfer program will
be processed first. Then, we will process the rebalancing of your       
Investment account value.                                               

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..   If all Guaranteed benefits are dropped post-funding of the Protected       
Benefit account, your Systematic transfer program will be terminated.   

..   If we exercise our right to discontinue contributions and/or transfers to  
the Protected Benefit account variable investment options, or if you are
 unable to make subsequent contributions and/or transfers to the Protected
 Benefit account variable investment options due to any other contribution
or transfer restriction, your Systematic transfer program will be       
terminated.                                                             

..   If you make a contribution to your Investment account following your first 
withdrawal from the Protected Benefit account, your Systematic transfer 
program will be terminated.                                             

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4. Accessing your money                                                         

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WITHDRAWING YOUR ACCOUNT VALUE                                                  

You have several ways to withdraw your Total account value before payments      
begin. The table below shows the methods available under each type of contract. 

Your account value could become insufficient due to withdrawals and/or poor     
market performance. For information on how withdrawals affect your Guaranteed   
benefits and potentially cause your contract to terminate, please see "Effect   
of your account values falling to zero" in "Determining your contract's value"  
earlier in this Prospectus and "How withdrawals affect your Guaranteed          
benefits" in "Contract features and benefits" earlier in this Prospectus.       

If you take a withdrawal from the Protected Benefit account variable investment 
options, the withdrawal may impact your existing benefits and you will no       
longer be permitted to make subsequent contributions into the Protected Benefit 
account variable investment options. The first withdrawal from your Protected   
Benefit account may also affect the applicable Roll-up rate used in calculating 
certain Guaranteed benefits. See "How you can purchase and contribute to your   
contract" and "Annual Roll-up rate" and "Deferral Roll-up rate" under           
"Guaranteed minimum income benefit" in "Contract features and benefits" earlier 
in this Prospectus and "Rules regarding contributions to your contract" in      
Appendix IX later in this Prospectus for more information.                      

                                                        [Enlarge/Download Table]

---------------------------------------------------------------------------------------------------------------
                                                                           METHOD OF WITHDRAWAL                
                                                             --------------------------------------------------
                                                                                            PRE-AGE   LIFETIME 
                                                             AUTO-                           59 1/2   REQUIRED 
                                                             MATIC                            SUB-     MINIMUM 
                                                             PAYMENT             SYSTE-    STANTIALLY DISTRIBU-
                         CONTRACT                            PLANS/(1)/ PARTIAL MATIC/(2)/   EQUAL      TION   
---------------------------------------------------------------------------------------------------------------
                                                                                                               
NQ                                                              Yes       Yes      Yes        No         No    
---------------------------------------------------------------------------------------------------------------
Traditional IRA                                                 Yes       Yes      Yes        Yes        Yes   
---------------------------------------------------------------------------------------------------------------
Roth IRA                                                        Yes       Yes      Yes        Yes        No    
---------------------------------------------------------------------------------------------------------------
QP/(3)/                                                         Yes       Yes      No         No         No    
---------------------------------------------------------------------------------------------------------------

(1)Available for contracts with GMIB only.                                      
(2)Available for withdrawals from your Investment account variable investment   
options and guaranteed interest option only.                              
(3)All payments are made to the plan trust as the owner of the contract. See    
"Appendix II: Purchase considerations for QP contracts" later in this     
Prospectus.                                                               

AUTOMATIC PAYMENT PLANS                                                         

(FOR CONTRACTS WITH GMIB)                                                       

You may take automatic withdrawals from your Protected Benefit account under    
either the Maximum payment plan or the Customized payment plan, as described    
below. Under either plan, you may take withdrawals on a monthly, quarterly or   
annual basis. The first payment date cannot be more than one full payment       
period from the date the enrollment form is received at our processing office.  
If a later date is specified, we will not process your enrollment form. You may 
change the payment frequency of your withdrawals at any time, and the change    
will become effective on the next contract date anniversary.                    

You may elect either the Maximum payment plan or the Customized payment plan    
beginning in the contract year that follows the contract year in which you      
first fund your Protected Benefit account. You must wait at least 28 days from  
enrollment in a plan before automatic payments begin. 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. However, you must elect a date that is more     
than three calendar days prior to your contract date anniversary.               

Each scheduled payment cannot be less than $50. If scheduled payments would be  
less than $50, the program will be terminated. This applies even if an RMD      
withdrawal causes the reduction of scheduled amounts below $50. Scheduled       
payments are taken pro rata from all Protected Benefit account variable         
investment options (including the AXA Ultra Conservative Strategy investment    
option). Scheduled payments are not taken out of the Special DCA programs.      

If you take a partial withdrawal while an automatic payment plan is in effect:  

After scheduled payments begin, a partial withdrawal (together with all         
withdrawals to date in the contract year) that exceeds the Annual withdrawal    
amount will terminate the program. You may set up a new program immediately,    
but it will not begin until the next contract year.                             

After scheduled payments begin, a partial withdrawal (together with all         
withdrawals to date in the contract year) that is less than or equal to the     
Annual withdrawal amount may cause payments to be suspended until the next      
contract year once the full Annual withdrawal amount for that contract year has 
been paid out. After a partial withdrawal is taken, you will continue to        
receive scheduled payments without a disruption in payments until the Annual    
withdrawal amount is paid out. After the full Annual withdrawal amount has been 
paid out, the program will be suspended for the remainder of the contract year. 

MAXIMUM PAYMENT PLAN                                                            

If you have funded the GMIB, the Maximum payment plan is available beginning in 
the contract year that follows the contract year in which you first fund your   
Protected Benefit account. Under the Maximum payment plan, you can request us   
to pay you the Annual withdrawal amount as scheduled payments. The payment      
amount may increase or decrease annually as the result of a change in the       
Annual Roll-up rate. Also, the payment amount may increase as the result of a   
reset of your GMIB benefit base.                                                

For monthly or quarterly payments, the Annual withdrawal amount will be divided 
by 12 or 4 (as applicable). The program is designed to pay the entire Annual    
withdrawal amount in each contract year, regardless of whether the program is   
started at the beginning of the contract year or on some other date during the  
contract year. Consequently, a program that commences on a date other than      
during the first month or quarter, as applicable, following a contract date     
anniversary will account for any payments that would have been                  

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made since the beginning of the contract year, as if the program were in effect 
on the contract date anniversary. A catch-up payment will be paid for the       
number of payment dates that have elapsed from the beginning of the contract    
year up to the date the enrollment is processed. The catch-up payment is made   
immediately when the Maximum payment plan enrollment is processed. Thereafter,  
scheduled payments will begin one payment period later.                         

A partial withdrawal taken in the same contract year prior to enrollment in the 
Maximum payment plan will have the following effect:                            

..   If the amount of the partial withdrawal is more than the Annual withdrawal 
amount, we will not process your enrollment form.                       

..   If the amount of the partial withdrawal is less than the Annual withdrawal 
amount, then the partial withdrawal will be factored into the Maximum   
payment plan payments for that contract year.                           

..   Annual frequency: If the amount of the partial withdrawal is less than the 
   Annual withdrawal amount, the remaining Annual withdrawal amount is paid on
 the date the enrollment form is processed or a later date selected by the
owner. You may not select a date later than the next contract date      
anniversary.                                                            

..   A partial withdrawal that is taken after you are enrolled in the program   
but before the first payment is made terminates the program.            

CUSTOMIZED PAYMENT PLAN                                                         

--------------------------------------------------------------------------------
PLEASE CHECK WITH YOUR FINANCIAL PROFESSIONAL OR ONE OF OUR CUSTOMER SERVICE    
REPRESENTATIVES REGARDING THE AVAILABILITY OF OUR CUSTOMIZED PAYMENT PLAN       
OPTIONS.                                                                        
--------------------------------------------------------------------------------

If you have funded the GMIB, the Customized payment plan is available beginning 
in the contract year that follows the contract year in which you first fund     
your Protected Benefit account. Currently, any of the following five Customized 
payment plan options can be elected. For options that are based on a withdrawal 
percentage, the specified percentage is applied to your GMIB benefit base as of 
the most recent contract date anniversary. See "Annual withdrawal amount" in    
"Guaranteed minimum income benefit" under "Contract features and benefits"      
earlier in this Prospectus.                                                     

The following payment options can be elected under the Customized payment plan. 
For options (i)-(iii) and (v), your payment may increase or decrease annually   
as the result of a change in the Annual Roll-up rate. Also, the payment amount  
may increase as the result of a reset of your GMIB benefit base.                

(i)Guaranteed minimum percentage: You can request us to pay you as scheduled    
 payments a withdrawal amount based on a withdrawal percentage that is fixed
at the lowest guaranteed Annual Roll-up rate of 4% under the GMIB Two-Year
Lock.                                                                     

(ii)Fixed percentage below the Annual Roll-up rate: You can request us to pay   
you as scheduled payments a withdrawal amount based on the applicable   
  Annual Roll-up rate MINUS a fixed percentage for each contract year. If in
any contract year the calculation would result in a payment that is less
 than 4%, your withdrawal percentage for that contract year will be 4%. In
other words, the withdrawal percentage can never be less than 4%. Your  
percentage requests must be in increments of 0.50%.                     

(iii)Fixed percentage: You can request us to pay you as scheduled payments a    
withdrawal amount based on a fixed percentage. The percentage may not 
 exceed the Annual Roll-up rate in any contract year. If in any contract
year the fixed percentage is greater than your Annual Roll-up rate for
  that contract year, we will pay you only the Annual withdrawal amount as
  scheduled payments for that contract year. Your percentage requests must
be in increments of 0.50%.                                            

(iv)Fixed dollar amount: You can request us to pay you as scheduled payments a  
  fixed dollar withdrawal amount each contract year. The fixed dollar amount
may not exceed your Annual withdrawal amount in any contract year. If in
any contract year the fixed dollar amount is greater than your Annual   
 withdrawal amount, we will pay you as scheduled payments only your Annual
withdrawal amount.                                                      

(v)Fixed dollar amount or fixed percentage from both your Protected Benefit     
account and your Investment account: You can request us to pay you a fixed
 dollar amount or fixed percentage as scheduled payments that may be greater
than your Annual withdrawal amount. The Annual withdrawal amount will be  
  withdrawn from your Protected Benefit account. We will pay you any requested
amount that is in excess of your Annual withdrawal amount from your       
Investment account. If in any contract year there is insufficient value in
the Investment account to satisfy your requested fixed dollar or fixed    
percentage withdrawal, we will pay you the maximum amount that can be     
 withdrawn from your Annual withdrawal amount and your Investment account as
scheduled payments for that contract year even though this amount will be 
less than you requested.                                                  

For examples on how the Automatic payment plans work, please see Appendix VI.   
For examples of how withdrawals affect your Guaranteed benefit bases, see       
Appendix VII later in this Prospectus.                                          

If you elect the ATP exit option while the Customized payment plan is in effect 
and the GMIB benefit base is adjusted, the Customized payment plan will operate 
in the same manner as though a partial withdrawal had been taken and may cause  
payments to be suspended in the next contract year if a scheduled payment would 
exceed the Annual withdrawal amount.                                            

PARTIAL WITHDRAWALS AND SURRENDERS                                              

You may take partial withdrawals from your contract at any time. All withdrawal 
requests must be made on a specific form provided by us. Please see "How to     
reach us" under "Who is AXA Equitable?" earlier in this Prospectus for more     
information. Currently, the minimum withdrawal amount is $300. For discussion   
on how amounts can be withdrawn, see "How withdrawals are taken from your Total 
account value" below. You can also surrender your contract at any time.         

Any request for a partial withdrawal that results in an Excess withdrawal will  
suspend your participation in either the Maximum payment plan or Customized     
payment plan.                                                                   

SYSTEMATIC WITHDRAWALS                                                          
(ALL CONTRACTS EXCEPT QP)                                                       

You may take systematic withdrawals of a particular dollar amount, a particular 
percentage of, or a specific investment option from your Investment account     
variable investment options and guaranteed                                      

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interest option. If there is insufficient account value in the specific         
investment option you elected, your systematic withdrawals will continue from   
the remaining Investment account variable investment option or the guaranteed   
interest option on a pro rata basis.                                            

You may elect a systematic withdrawal option up to 100% of your Investment      
account value. HOWEVER, IF YOU ELECT A SYSTEMATIC WITHDRAWAL OPTION IN EXCESS   
OF THESE LIMITS, AND MAKE A SUBSEQUENT CONTRIBUTION TO YOUR INVESTMENT ACCOUNT, 
THE SYSTEMATIC WITHDRAWAL OPTION WILL BE TERMINATED. You may then elect a new   
systematic withdrawal option within the limits described in the preceding       
paragraph.                                                                      

If you elect our systematic withdrawal program, you may request to have your    
withdrawals made on any day of the month, subject to the following restrictions:

..   You must select a date that is more than three calendar days prior to your 
contract date anniversary; and                                          

..   You cannot select the 29th, 30th or 31st.                                  

If you do not select a date, we will make the withdrawals the same day of the   
month as the day we receive your request to elect the program, subject to the   
same restrictions listed above. If you have also elected a GMIB Automatic       
payment plan, unless you instruct us otherwise, your systematic withdrawal      
option withdrawals will be on the same date as your automatic payment plan. 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.                                                              

If the systematic withdrawal option is elected with an Automatic payment plan,  
the payment frequency will be the same as the Automatic payment plan.           

You may change the payment frequency, or the amount or the 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 
partial withdrawal. You can cancel the systematic withdrawal option at any time.

If you take a partial withdrawal while you are taking systematic withdrawals,   
your systematic withdrawal option will be terminated. You may then elect a new  
systematic withdrawal option.                                                   

SUBSTANTIALLY EQUAL WITHDRAWALS                                                 
(TRADITIONAL IRA AND ROTH IRA CONTRACTS ONLY)                                   

We offer our "substantially equal withdrawals option" to allow you to receive   
distributions from your contract without triggering the 10% additional federal  
income tax penalty, which normally applies to distributions made before age     
59 1/2. Substantially equal withdrawals are also referred to as "72(t)          
exception withdrawals". See "Tax information" later in this Prospectus. The     
substantially equal withdrawals option is available only if 100% of your Total  
account value is allocated to either the Protected Benefit account or the       
Investment account. This option is not available if your Total account value is 
split between the Protected Benefit account and the Investment account at the   
time you elect this option. If you elect to take substantially equal            
withdrawals, you may not elect any other automated withdrawal program. Once you 
have elected substantially equal withdrawals, amounts can be allocated to       
either or both the Investment account and the Protected Benefit account.        

If you elect our substantially equal withdrawals option, we calculate the       
permissible distributions for you using one of the IRS-approved methods for     
doing this. You should be aware that the portion of any withdrawal from the     
Protected Benefit account that is in excess of the Annual withdrawal amount     
will reduce the benefit base(s) for your Guaranteed benefits on a pro rata      
basis as of the date of the withdrawal. See "How withdrawals affect your        
Guaranteed benefits" and "Annual withdrawal amount" under "Guaranteed minimum   
income benefit" in "Contract features and benefits" for more information.       

Our substantially equal withdrawals option is not the exclusive method of       
meeting the penalty exception. After consultation with your tax adviser, you    
may decide to use any permissible method. If you do not elect our substantially 
equal withdrawals option, you would have to compute withdrawal amounts yourself 
and request partial withdrawals.                                                

Once you begin to take substantially equal withdrawals, you should not do any   
of the following until after the later of age 59 1/2 or five full years after   
the first withdrawal: (i) stop them; (ii) change the pattern of your            
withdrawals (for example, by taking an additional partial withdrawal); or       
(iii) contribute any more to the contract. If you alter the pattern of          
withdrawals, 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 the delayed payment of the penalty.                                 

Making additional contributions to the contract is treated as changing the      
pattern of withdrawals. It does not matter whether the additional contributions 
are made by direct transfer or rollover; nor does it matter if they are made to 
the Investment account or the Protected Benefit account. Because the penalty    
exception method does not permit additional contributions or payment changes to 
restore any Guaranteed benefit base under the contract, you and your tax        
adviser should consider carefully whether you should elect the Substantially    
equal withdrawals option or any other method of penalty exception withdrawals   
if you have allocated or intend to allocate amounts to the Protected Benefit    
account value after starting Substantially equal withdrawals.                   

In accordance with IRS guidance, an individual who has elected to receive       
substantially equal withdrawals may make a one-time change, without penalty,    
from one of the IRS-approved methods of calculating fixed payments to another   
IRS-approved method (similar to the required minimum distribution rules) of     
calculating payments, which vary each year.                                     

If the contract is eligible, 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. However, you must elect a date that is more than three calendar   
days prior to your contract date anniversary. We will calculate the amount of   
your substantially equal withdrawals using the IRS-approved method we offer.    
The payments will be made monthly, quarterly or annually as you select. These   
payments will continue until (i) we receive written notice from you to cancel   
this option; (ii) you take an additional partial withdrawal; or                 

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(iii) you contribute any more to the contract. You may elect to start receiving 
substantially equal withdrawals again, but the payments may not restart in the  
same calendar year in which you took a partial withdrawal or added amounts to   
the contract. We will calculate the new withdrawal amount.                      

BECAUSE THE IRS-APPROVED PENALTY EXCEPTION METHODS DO NOT PERMIT YOU TO ADD     
CONTRIBUTIONS OR CHANGE PAYMENTS TO RESTORE THE GUARANTEED BENEFIT BASE(S), AS  
NOTED ABOVE, YOU AND YOUR TAX ADVISER SHOULD CONSIDER CAREFULLY WHETHER YOU     
SHOULD ELECT THE SUBSTANTIALLY EQUAL WITHDRAWALS OPTION OR ANY OTHER METHOD OF  
PENALTY EXCEPTION WITHDRAWALS IF YOU HAVE ALLOCATED ANY AMOUNTS TO THE          
PROTECTED BENEFIT ACCOUNT. PLEASE NOTE THAT ELECTING TO TAKE SUBSTANTIALLY      
EQUAL WITHDRAWALS FROM A CONTRACT WITH THE RMD WEALTH GUARD DEATH BENEFIT MAY   
LIMIT THE UTILITY OF THAT BENEFIT. SEE THE DISCUSSION OF THE "RMD WEALTH GUARD  
DEATH BENEFIT" UNDER "CONTRACT FEATURES AND BENEFITS" EARLIER IN THIS           
PROSPECTUS.                                                                     

LIFETIME REQUIRED MINIMUM DISTRIBUTION WITHDRAWALS                              
(TRADITIONAL IRA CONTRACTS ONLY -- SEE "TAX INFORMATION" LATER IN THIS          
PROSPECTUS)                                                                     

We offer our "Automatic required minimum distribution (RMD) service" to help    
you meet lifetime required minimum distributions under federal income tax       
rules. The Automatic RMD service generally offers RMD payments from your        
Investment account value. This is not the exclusive way for you to meet these   
rules. After consultation with your tax adviser, you may decide to compute RMDs 
yourself and request partial withdrawals. Before electing this account-based    
withdrawal option, you should consider whether annuitization might be better in 
your situation. If you have funded your Guaranteed benefit(s), amounts          
withdrawn from the contract to meet RMDs may reduce your benefit base(s) and    
may limit the utility for most benefit(s), other than the RMD Wealth Guard      
death benefit. Also, the actuarial present value of additional contract         
benefits must be added to the Total account value in calculating RMD payments   
from annuity contracts funding IRAs, which could increase the amount required   
to be withdrawn. Please refer to "Tax information" later in this Prospectus.    

This service is not available under QP contracts. All withdrawals from your     
Protected Benefit account under a QP contract owned by a defined contribution   
plan reduce your RMD Wealth Guard death benefit base on a pro rata basis until  
such time as the contract is converted into a IRA. (See "Appendix II: Purchase  
considerations for QP contracts" later in this Prospectus).                     

You may elect this service in the calendar year in which you reach age 70 1/2   
or in any later year. The minimum amount we will pay out is $250. Currently,    
RMD payments will be made annually. See "Required minimum distributions" in     
"Traditional individual retirement annuities (traditional IRAs)" under "Tax     
information" later in this Prospectus for your specific type of retirement      
arrangement.                                                                    

This service does not generate automatic RMD payments during the first calendar 
year during which your contract is issued. Therefore, if you are making a       
rollover or transfer contribution to the contract after                         
age 70 1/2, you must take any RMDs before the rollover or transfer.             

--------------------------------------------------------------------------------
FOR TRADITIONAL IRA 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).                                             
--------------------------------------------------------------------------------

RMDS FOR CONTRACTS WITH GMIB. (TRADITIONAL IRA CONTRACTS ONLY -- SEE "TAX       
INFORMATION" LATER IN THIS PROSPECTUS)                                          

For contracts with GMIB or with GMIB and either the "Greater of" death benefit  
or the Highest Anniversary Value death benefit, if you elect our Automatic RMD  
service, any lifetime RMD payment we make to you in the first contract year you 
fund your Protected Benefit account will reduce your benefit bases on a         
dollar-for-dollar basis. In subsequent contract years, if an Automatic RMD      
service payment exceeds your Annual withdrawal amount, your benefit bases will  
be reduced dollar-for-dollar by the amount of the RMD payment in excess of your 
Annual withdrawal amount. For contracts with the Return of Principal death      
benefit elected with the GMIB or the Highest Anniversary Value death benefit    
elected without the GMIB, all withdrawals, including RMD payments through our   
Automatic RMD service, reduce those benefit bases on a pro rata basis. Amounts  
from both your Protected Benefit account and Investment account values are used 
to determine your lifetime RMD payment each year.                               

The no lapse guarantee will not be terminated if a RMD payment using our        
Automatic RMD service causes your cumulative withdrawals from the Protected     
Benefit account in the contract year to exceed your Annual withdrawal amount.   

If you elect either the Maximum payment plan or the Customized payment plan     
(together, "automatic payment plans") and our Automatic RMD service, we will    
make an extra payment, if necessary, in December that will equal your lifetime  
RMD amount less all payments made through your payment date and any scheduled   
December payment. The combined Automatic payment plan and RMD payment will not  
be treated as an Excess withdrawal if the RMD, together with any withdrawal     
taken under one of our automatic plans exceeds your Annual withdrawal amount.   
The additional payment will reduce your GMIB benefit base and Roll-up to age 85 
benefit base and Highest Anniversary Value benefit base (for contracts with the 
"Greater of" death benefit) and Highest Anniversary Value benefit base for      
contracts with GMIB and Highest Anniversary GMDB on a dollar-for-dollar basis.  
Your Highest Anniversary Value benefit base is always reduced on a pro rata     
basis for the Highest Anniversary Value GMDB if the GMIB is not also elected.   

If you take any partial withdrawals in addition to your RMD and Automatic       
payment plan payments, your applicable Automatic payment plan may be suspended  
as discussed above. Any partial withdrawal taken from your Protected Benefit    
account may cause an Excess withdrawal. Further, your GMIB benefit base and     
Annual withdrawal amount will be reduced.                                       

If you elect our Automatic RMD service and elect to take your Annual withdrawal 
amount in partial withdrawals without electing one of our available Automatic   
payment plans, we will make a payment, if necessary, in December that will      
equal your RMD payment less all withdrawals made through your payment date. If  
prior to your payment date you make a partial withdrawal that exceeds your      
Annual withdrawal amount, but not your RMD amount, any portion of that partial  
withdrawal taken from your Protected Benefit account will be treated as an      
Excess withdrawal, as well as any subsequent partial withdrawals taken from     
your Protected Benefit account made during the same contract year. However, if  
by your payment date your withdrawals have not exceeded your RMD amount, the    
RMD payment we make to you will not be treated as an Excess withdrawal.         

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Your RMD payment will be withdrawn on a pro rata basis from your Investment     
account variable investment options and guaranteed interest option, excluding   
amounts in the Special DCA program. If there is insufficient value or no value  
in those options, we will withdraw amounts from your Special DCA program. If    
there is insufficient value in those options, any additional amount of the RMD  
payment or the total amount of the RMD payment will be withdrawn from your      
Protected Benefit account variable investment options (including the AXA Ultra  
Conservative Strategy investment option). For information on how RMD payments   
are taken from your contract see "How withdrawals are taken from your Total     
account value" below.                                                           

If you do not elect our Automatic RMD service and if your Annual withdrawal     
amount is insufficient to satisfy the RMD payment, any additional withdrawal    
taken in the same contract year (even one to satisfy your RMD payment) from     
your Protected Benefit account will be treated as an Excess withdrawal.         

RMDS FOR TRADITIONAL IRA CONTRACTS WITH THE RMD WEALTH GUARD DEATH              
BENEFIT. (SEE "TAX INFORMATION" LATER IN THIS PROSPECTUS)                       

For contracts with the RMD Wealth Guard death benefit, we offer the RMD Wealth  
Guard withdrawal service for RMD withdrawals from your Protected Benefit        
account to help you meet lifetime required minimum distributions under federal  
income tax rules. This is not the exclusive way for you to meet these rules.    
After consultation with your tax adviser, you may decide to compute RMDs        
yourself. If you enroll in our RMD Wealth Guard withdrawal service, you will be 
able to elect to take RMD withdrawals from your Protected Benefit account value 
and Investment account value. You may elect the RMD withdrawal service in the   
calendar year in which you reach age 701/2 or in any later year. The minimum    
amount we will pay out is $50. Withdrawals from the Protected Benefit account   
up to your RMD Wealth Guard withdrawal amount will not reduce your RMD Wealth   
Guard death benefit base. Excess RMD withdrawals, which are withdrawals in      
excess of your RMD Wealth Guard withdrawal amount, will reduce your RMD Wealth  
Guard death benefit base on a pro rata basis. RMD payments under our RMD Wealth 
Guard withdrawal service can be paid monthly, quarterly or annually. See        
"Required minimum distributions" in "Traditional individual retirement          
annuities (traditional IRAs)" under "Tax information" later in this Prospectus  
for your specific type of retirement arrangement.                               

Since RMDs are generally not required to be withdrawn from a Roth IRA during    
your lifetime, if you convert your traditional IRA to a Roth IRA, before you    
convert, you must drop the RMD Wealth Guard death benefit. For information on   
dropping this benefit, see "Dropping or changing your Guaranteed benefits" in   
"Contract features and benefits", earlier in this prospectus and under Appendix 
I.                                                                              

This service is not available under QP contracts. All withdrawals from your     
Protected Benefit account under a QP contract owned by a defined contribution   
plan reduce your RMD Wealth Guard death benefit base on a pro rata basis until  
such time as the contract is converted into a IRA. (See "Appendix II: Purchase  
considerations for QP contracts" later in this Prospectus).                     

For more information about the RMD Wealth Guard death benefit, see "RMD Wealth  
Guard death benefit" under "Contract features and benefits" earlier in this     
Prospectus.                                                                     

HOW WITHDRAWALS ARE TAKEN FROM YOUR TOTAL ACCOUNT VALUE                         

Unless you specify otherwise, all withdrawals (other than Automatic payment     
plan withdrawals and lump sum withdrawals of your Annual withdrawal amount and  
substantially equal withdrawals) will be taken on a pro rata basis from your    
Investment account variable investment options and guaranteed interest option,  
excluding amounts in the Special DCA program. If there is insufficient value or 
no value in those options, we will subtract amounts from the Special DCA        
program. If there is insufficient value in those options, any additional amount 
of the withdrawal required or the total amount of the withdrawal will be        
withdrawn from your Protected Benefit account variable investment options       
(including the AXA Ultra Conservative Strategy investment option). Any amounts  
withdrawn from the Special DCA program that were designated for the Protected   
Benefit account variable investment options will reduce your Guaranteed benefit 
base(s).                                                                        

Automatic payment plan withdrawals (other than fixed dollar amount or fixed     
percentage withdrawals) and lump sum withdrawals of your Annual withdrawal      
amount will always be taken on a pro rata basis only from your Protected        
Benefit account variable investment options (including the AXA Ultra            
Conservative Strategy investment option).                                       

Lump sum, fixed dollar amount or fixed percentage withdrawals are first taken   
on a pro rata basis from your Protected Benefit account variable investment     
options (including the AXA Ultra Conservative Strategy investment option). If   
there is insufficient value or no value in those options, we will subtract      
amounts from your Investment account variable investment options and guaranteed 
interest option, excluding amounts in the Special DCA program. If there is      
insufficient value or no value in those options, we will subtract amounts from  
the Special DCA program.                                                        

Substantially equal withdrawals are taken on a pro rata basis from your Total   
account value. However, if after you have elected the substantially equal       
withdrawals option your Total account value is split between the Protected      
Benefit account value and the Investment account value, your substantially      
equal withdrawals will be taken on a pro rata basis from your Investment        
account variable investment options and guaranteed interest option, excluding   
amounts in the Special DCA program. If there is insufficient value or no value  
in those options, we will subtract amounts from the Special DCA program. If     
there is insufficient value in those options, any additional amount of the      
withdrawal required or the total amount of the withdrawal will be withdrawn     
from your Protected Benefit account variable investment options (including the  
AXA Ultra Conservative Strategy investment option). Any amounts withdrawn from  
the Special DCA program that were designated for the Protected Benefit account  
variable investment options will reduce your Guaranteed benefit base(s).        

You may choose to have withdrawals subtracted from your contract based on the   
following options:                                                              

(1)Take the entire withdrawal on a pro rata basis from the Protected Benefit    
account variable investment options (including the AXA Ultra Conservative 
Strategy investment option); or                                           

(2)Take the entire withdrawal from the Investment account value, either on a    
pro rata basis, or specifying which Investment account variable investment
options and/or guaranteed interest option the withdrawal should be taken  
from;                                                                     

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(3)Request a withdrawal to be taken from the Protected Benefit account variable 
investment options and take the remaining part of the withdrawal from the 
Investment account variable investment options. You must specify the      
  investment options for the Investment account value. The withdrawal from the
  Protected Benefit account variable investment options will be taken on a pro
rata basis (including the AXA Ultra Conservative Strategy investment      
option); or                                                               

(4)Request a withdrawal to be taken from the Investment account variable        
investment options and take the remaining part of the withdrawal from the 
 Protected Benefit account variable investment options. You must specify the
  investment options for the Investment account value. The withdrawal from the
  Protected Benefit account variable investment options will be taken on a pro
   rata basis (including the AXA Ultra Conservative Strategy investment option).

For more information on how withdrawals affect your Guaranteed benefits, see    
"How withdrawals affect your Guaranteed benefits" in "Contract features and     
benefits" earlier in this Prospectus and Appendix VII later in this Prospectus. 

WITHDRAWALS TREATED AS SURRENDERS                                               

Certain withdrawals may cause your contract and certain Guaranteed benefits to  
terminate, as follows:                                                          

..   Any fee deduction and/or withdrawal that causes your Total account value to
fall to zero will terminate the contract and any applicable Guaranteed  
benefit, subject to the following:                                      

  -- the GMIB (while the no lapse guarantee is in effect unless your Protected
   Benefit account value falls to zero due to an "Excess withdrawal") will
continue as described under "Guaranteed minimum income benefit" in  
"Contract features and benefits" earlier in this Prospectus; and    

-- the RMD Wealth Guard death benefit (if your Protected Benefit account  
falls to zero before the owner reaches age 95), will continue as    
described under "Effect of your account values falling to zero" in  
"Determining your contract's value" earlier in this Prospectus.     

..   If you do not have the RMD Wealth Guard death benefit or the GMIB or if the
 no lapse guarantee is no longer in effect, or you have not yet funded it,
the following applies:                                                  

 -- a request to withdraw 90% or more of your cash value will terminate your
contract and any applicable Guaranteed minimum death benefit;       

-- we reserve the right to terminate the contract and any applicable      
    Guaranteed minimum death benefit if no contributions are made during the
last three contract years and the cash value is less than $500; and 

-- we reserve the right to terminate your contract and any applicable     
Guaranteed minimum death benefit if any withdrawal would result in a
remaining cash values of less than $500.                            

If your contract is terminated, we will pay you the contract's cash value. See  
"Surrendering your contract to receive its cash value" below. For the tax       
consequences of withdrawals, see "Tax information" later in this Prospectus.    

SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE                            

You may surrender your contract to receive its cash value at any time while an  
owner is living (or for contracts with non-natural owners, while an annuitant   
is living) and before you begin to receive annuity payments (Lifetime GMIB      
payments or otherwise). 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.                

Upon your request to surrender your contract for its cash value, all benefits   
under the contract, including the GMIB, will terminate as of the date we        
receive the required information if your cash value in your Protected Benefit   
account is greater than your Annual withdrawal amount remaining for that year.  
If your cash value is not greater than your Annual withdrawal amount remaining  
for that year and your no lapse guarantee is still in effect, then you will     
receive your cash value and a supplementary life annuity contract under which   
we will pay you Lifetime GMIB payments. For more information, please see        
"Effect of your account values falling to zero" in "Determining your contract's 
value" and "Guaranteed minimum income benefit" in "Contract features and        
benefits" earlier in this Prospectus.                                           

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" later in this     
Prospectus.                                                                     

WHEN TO EXPECT PAYMENTS                                                         

Generally, we will fulfill requests for payments out of the variable investment 
options within seven calendar days after the business day the transaction       
request is received by us in good order. These transactions may include         
applying proceeds to a payout annuity, payment of a death benefit, payment of   
any amount you withdraw and, upon surrender, payment of the cash value. We may  
postpone such payments or applying proceeds for any period during which:        

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

(2)the SEC determines that an emergency exists as a result of sales of          
securities or determination of the fair value of a variable investment    
option's assets is not reasonably practicable, or                         

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

We can defer payment of any portion of your value in the guaranteed interest    
option or the Special DCA program, (other than for death benefits) for up to    
six months while you are living.                                                

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 or wire transfer service at your expense.                              

YOUR ANNUITY PAYOUT OPTIONS                                                     

The following description assumes annuitization of your entire contract. For    
partial annuitization, see "Partial Annuitization" below.                       

Deferred annuity contracts such as those in the Retirement Cornerstone(R)       
Series E provide for conversion to annuity payout status at or before the       
contract's "maturity date." This is called "annuitization." Upon annuitization, 
your account value is applied to provide periodic                               

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payments as described in this section; the contract and all its benefits        
terminate; and will be converted to a supplementary contract for the periodic   
payments ("payout option"). The supplementary contract does not have an account 
value or cash value. If you choose a variable payout option, you will receive a 
separate prospectus related to the contract you select.                         

You may choose to annuitize your contract at any time, which generally is at    
least 13 months after the contract date. The contract's maturity date is the    
latest date on which annuitization can occur. If you do not annuitize before    
the maturity date and at the maturity date have not made an affirmative choice  
as to the type of annuity payments to be received, we will convert your         
contract to the default annuity payout option described in "Annuity maturity    
date" later in this section. If you have the GMIB or a Guaranteed minimum death 
benefit, your contract may have both a Protected Benefit account value and an   
Investment account value. If there is a Protected Benefit account value and you 
choose to annuitize your contract before the maturity date, the GMIB will       
terminate without value even if your GMIB benefit base is greater than zero.    
The payments that you receive under the payout annuity option you select may be 
less than you would have received under GMIB. See "Guaranteed minimum income    
benefit" in "Contract features and benefits" earlier in this Prospectus for     
further information. Any Guaranteed minimum death benefit terminates upon       
annuitization.                                                                  

In general, your periodic payment amount upon annuitization is determined by    
your Total account value, the form of the annuity payout option you elect as    
described below, the timing of your purchase and the applicable annuity         
purchase rate to which that value is applied. Once begun, annuity payments      
cannot be stopped unless otherwise provided in the supplementary contract. Your 
contract guarantees that upon annuitization, your account value will be applied 
to a guaranteed annuity purchase rate for a life annuity. We reserve the right, 
with advance notice to you, to change guaranteed annuity purchase rates any     
time after your fifth contract date anniversary and at not less than five-year  
intervals after the first change. (Please see your contract and SAI for more    
information.) In the event that we exercise our contractual right to change the 
guaranteed annuity purchase factors, we would segregate the account value based 
on contributions and earnings received prior to and after the change. When your 
contract is annuitized, we would calculate the payments by applying the         
applicable purchase factors separately to the value of the contributions        
received before and after the rate change. We will provide you with 60 days     
advance written notice of such a change.                                        

In addition, you may apply your Total account value or cash value, whichever is 
applicable, to any other annuity payout option that we may offer at the time of 
annuitization. We have the right to require you to provide any information we   
deem necessary to provide an annuity upon annuitization. If the annuity payment 
amount is later found to be based on incorrect information, it will be adjusted 
on the basis of the correct information.                                        

We currently offer you several choices of annuity payout options. The options   
available directly under the contract entitle you to receive fixed annuity      
payments. Options available under separate contracts and described in separate  
prospectuses enable you to receive variable annuity payments.                   

The payments that you receive upon annuitization of your Protected Benefit      
account value may be less than your Annual withdrawal amount or your Lifetime   
GMIB payments. If you are considering annuitization, you should ask your        
financial professional for information about the payment amounts that would be  
made under the various choices that are available to you. You may also obtain   
that information by contacting us. Annuitization of your Investment account     
value after the date your Lifetime GMIB payments begin will not affect those    
payments.                                                                       

You can currently choose from among the annuity payout options listed below.    
Restrictions may apply, depending on the type of contract you own or the        
owner's and annuitant's ages at contract issue. Other than life annuity with    
period certain, we reserve the right to add, remove or change any of these      
annuity payout options at any time. In addition, if you are exercising your     
GMIB, your choice of payout options are those that are available under the GMIB 
(see "Guaranteed minimum income benefit" in "Contract features and benefits"    
earlier in this Prospectus).                                                    

                                                                [Download Table]
                                                        
--------------------------------------------------------
Fixed annuity payout options  Life annuity              
                              Life annuity with period  
                                 certain                
                              Life annuity with refund  
                                 certain                
--------------------------------------------------------

..   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. It is possible that the Life annuity option could  
result in only one payment if the annuitant dies immediately after      
annuitization.                                                          

..   LIFE ANNUITY WITH PERIOD CERTAIN: An annuity that guarantees payments for  
   the rest of the annuitant's life. If the annuitant dies before the end of a
selected period of time ("period certain"), payments continue to the    
beneficiary for the balance of the period certain. The period certain   
   cannot extend beyond the annuitant's life expectancy. A life annuity with a
period certain is the form of annuity under the contract that you will  
receive if you do not elect a different payout option. In this case, the
  period certain will be based on the annuitant's age and will not exceed 10
years.                                                                  

..   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.                            

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 you with details.                       

We guarantee fixed annuity payments 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.                  

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.                                              

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PARTIAL ANNUITIZATION. Partial annuitization of nonqualified deferred annuity   
contracts is permitted under certain circumstances. You may choose from the     
life-contingent annuity payout options described here. We no longer offer a     
period certain option for partial annuitization. We require you to elect        
partial annuitization on the form we specify. Partial annuitization is not      
available for the GMIB under a contract. For purposes of this contract, we will 
effect any partial annuitization as a withdrawal applied to a payout annuity.   
Please note that a withdrawal from your Protected Benefit account to purchase   
an annuity payout contract will affect your Guaranteed benefit bases just like  
any other withdrawal. See "How withdrawals are taken from your Total Account    
Value" earlier in this Section. Also, see the discussion of "Partial            
Annuitization" in "Tax Information" later in this Prospectus.                   

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. The contract owner and annuitant   
must meet the issue age and payment requirements.                               

You can choose the date annuity payments begin but it may not be earlier than   
thirteen months from your contract date. Please see Appendix V later in this    
Prospectus for information on state variations. You can change the date your    
annuity payments are to begin at any time. The date may not be later than the   
annuity maturity date described below.                                          

The amount of the annuity payments will depend on the amount applied to         
purchase the annuity and the applicable annuity purchase factors, discussed     
earlier. The amount of each annuity payment will be less with a greater         
frequency of payments, or with a longer certain period of a life contingent     
annuity. Once elected, the frequency with which you receive payments cannot be  
changed.                                                                        

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 your Total account value in a single sum   
rather than as payments under the payout option chosen. If you select an        
annuity payout option and payments have begun, no change can be made.           

ANNUITY MATURITY DATE                                                           

Your contract has a maturity date. In general, the maturity date is based on    
the age of the original annuitant at contract issue and cannot be changed other 
than in conformance with applicable law, even if you name a new annuitant. The  
maturity date is generally the contract date anniversary that follows the       
annuitant's 95th birthday (or older joint annuitant if your contract has joint  
annuitants), unless you have elected otherwise. If you have a NQ contract with  
the GMIB and the owner is older than the annuitant, the maturity date is based  
on the age of the owner. The maturity date may not be less than thirteen months 
from your contract date, unless otherwise stated in your contract. We will send 
a notice with the contract statement one year prior to the maturity date and    
with each quarterly statement until the maturity date. The notice will include  
the date of maturity, describe the available annuity payout options, state the  
availability of a lump sum payment option, and identify the default payout      
option, if you do not provide an election by the time of your contract maturity 
date.                                                                           

If you have not funded the GMIB, you may either take a lump sum payment or      
select an annuity payout option on the maturity date. If you do not make an     
election at maturity, we will apply your Total account value to a life annuity  
with payments based on the greater of guaranteed or then current annuity        
purchase rates.                                                                 

If you have funded the GMIB, the following applies on the maturity date:        

..   For amounts allocated to your Investment account, you may select an annuity
payout option or take a lump sum payment.                               

..   If you do not make an election for your Protected Benefit account value on 
your maturity date, we will apply the greater of the Protected Benefit  
account value to (a) and the GMIB benefit base to (b) below:            

  (a)a fixed life annuity with payments based on the greater of the guaranteed
or then current annuity purchase rates, or                          

 (b)a supplementary contract with annual payments equal to your GMIB benefit
base applied to the applicable GMIB payout factor.                  

If you elect payments on a joint life basis, the joint life must be your spouse 
and the joint life GMIB payout factors will be reduced. See "Guaranteed minimum 
income benefit" in "Contract features and benefits." You may also elect to have 
your Protected Benefit account value paid to you in a lump sum or applied to an 
annuity payout option we are offering at the time.                              

For amounts allocated to your Investment account, you must select an annuity    
payout option or take a lump sum payment.                                       

If you are the contract owner and your spouse is the sole primary beneficiary   
or you jointly own the contract with your younger spouse, your spouse may elect 
to continue the contract as successor owner upon your death. Under certain      
circumstances, your surviving spouse may be substituted as annuitant as of the  
date of your death. If your surviving spouse becomes the annuitant, the         
maturity date of the contract may be changed based on the age of the new        
annuitant. For information about spousal continuation please see "Spousal       
continuation" later in this Prospectus.                                         

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5. Charges and expenses                                                         

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CHARGES THAT AXA EQUITABLE DEDUCTS                                              

We deduct the following charges each day from the net assets of each variable   
investment option (including the AXA Ultra Conservative Strategy investment     
option). Together, they make up the daily "contract fee." These charges are     
reflected in the unit values of each variable investment option:                

..   An operations charge                                                       

..   An administration charge                                                   

..   A distribution charge                                                      

We deduct the following charges as described later in this section. When we     
deduct these charges from your variable investment options (including the AXA   
Ultra Conservative Strategy investment option), we reduce the number of units   
credited to your contract:                                                      

..   On each contract date anniversary -- an annual administrative charge, if   
applicable.                                                             

..   On each contract date anniversary -- a charge for each optional benefit you
elect: a Guaranteed minimum death benefit (other than the Return of     
Principal death benefit) and the Guaranteed minimum income benefit.     

..   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.                                                          

..   At the time you request a transfer in excess of 12 transfers in a contract 
year -- a transfer charge (currently, there is no charge).              

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" later in this section.                                            

The charges under the contracts are designed to cover, in the aggregate, our    
direct and indirect costs of selling, administering and providing benefits      
under the contracts. They are also designed, in the aggregate, to compensate us 
for the risks of loss we assume pursuant to the contracts. If, as we expect,    
the charges that we collect from the contracts exceed our total costs in        
connection with the contracts, we will earn a profit. Otherwise, we will incur  
a loss.                                                                         

The rates of certain of our charges have been set with reference to estimates   
of the amount of specific types of expenses or risks that we will incur. In     
most cases, this Prospectus identifies such expenses or risks in the name of    
the charge; however, the fact that any charge bears the name of, or is designed 
primarily to defray, a particular expense or risk does not mean that the amount 
we collect from that charge will never be more than the amount of such expense  
or risk. This does not mean that we may not also be compensated for such        
expense or risk out of any other charges we are permitted to deduct by the      
terms of the contracts.                                                         

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.                                              

SEPARATE ACCOUNT ANNUAL EXPENSES                                                

OPERATIONS CHARGE. We deduct a daily charge from the net assets in each         
variable investment option (including the AXA Ultra Conservative Strategy       
investment option) to compensate us for operations expenses, a portion of which 
compensates us for mortality and expense risks, described below. In connection  
with the Protected Benefit account variable investment options, a portion of    
this charge compensates us for our costs in providing the Return of Principal   
death benefit. Below is the daily charge shown as an annual rate of the net     
assets in each variable investment option:                                      

                                                                [Download Table]
                                 
Series E:                   0.80%

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.                                        

ADMINISTRATION CHARGE. We deduct a daily charge from the net assets in each     
variable investment option (including the AXA Ultra Conservative Strategy       
investment option). The charge, together with the annual administrative charge  
described below, is to compensate us for administrative expenses under the      
contracts. Below is the daily charge shown as an annual rate of the net assets  
in each variable investment option:                                             

                                                                [Download Table]
                 
Series E:   0.30%

DISTRIBUTION CHARGE. We deduct a daily charge from the net assets in each       
variable investment option (including the AXA Ultra Conservative Strategy       
investment option) to compensate us for a portion of our sales expenses under   
the contracts. Below is the daily charge shown as an annual rate of the net     
assets in each variable investment option:                                      

                                                                [Download Table]
                 
Series E:   0.20%

ACCOUNT VALUE CHARGES                                                           

ANNUAL ADMINISTRATIVE CHARGE. We deduct an administrative charge from your      
Total account value on each contract date anniversary. We deduct the charge if  
your Total account value on the last business day of the contract year is less  
than $50,000. If your Total account value on such date is $50,000 or more, we   
do not deduct the charge. During the first two contract years, the charge is    
equal to $30 or, if less, 2% of your Total account value. The charge is $30 for 
contract years three and later.                                                 

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We will deduct this charge from your value in the Investment account variable   
investment options and the guaranteed interest option (see Appendix V later in  
this Prospectus to see if deducting this charge from the guaranteed interest    
option is permitted in your state) on a pro rata basis. If those amounts are    
insufficient, we will deduct all or a portion of the charge from the Special    
DCA account. If those amounts are insufficient, we will deduct all or a portion 
of the charge from the Protected Benefit account variable investment options    
(including the AXA Ultra Conservative Strategy investment option).              

If the contract is surrendered or annuitized or a death benefit is paid on a    
date other than a contract date anniversary, we will deduct a pro rata portion  
of the charge for that year.                                                    

If your Total account value is insufficient to pay this charge, your contract   
will terminate without value and you will lose any applicable Guaranteed        
benefits except as noted under "Effect of your account values falling to zero"  
in "Determining your contract's value" earlier in this Prospectus.              

TRANSFER CHARGE                                                                 

Currently, we do not charge for transfers among investment options under the    
contract. However, we reserve the right to charge for any transfers in excess   
of 12 per contract year. We will provide you with advance notice if we decide   
to assess the transfer charge, which will never exceed $35 per transfer. The    
transfer charge (if applicable), will be assessed at the time that the transfer 
is processed. Any transfer charge will be deducted from the investment options  
from which the transfer is made. We will not charge for transfers made in       
connection with one of our dollar cost averaging programs. Also, transfers from 
a dollar cost averaging program, our Systematic transfer program or our         
rebalancing program do not count toward your number of transfers in a contract  
year for the purposes of this charge.                                           

SPECIAL SERVICE CHARGES                                                         

We deduct a charge for providing the special services described below. These    
charges compensate us for the expense of processing the special service. Except 
for the duplicate contract charge, we will deduct from your account value the   
charge for the special service provided.                                        

WIRE TRANSFER CHARGE. We charge $90 for outgoing wire transfers. Unless you     
specify otherwise, this charge will be deducted from the amount you request.    

EXPRESS MAIL CHARGE. We charge $35 for sending you a check by express mail      
delivery. This charge will be deducted from the amount you request.             

DUPLICATE CONTRACT CHARGE. We charge $35 for providing a copy of your contract. 
The charge for this service can be paid (i) using a credit card acceptable to   
AXA Equitable, (ii) by sending a check to our processing office, or (iii) by    
any other means we make available to you.                                       

CHECK PREPARATION CHARGE. The standard form of payment for all withdrawals is   
direct deposit. If direct deposit instructions are not provided, payment will   
be made by check. Currently, we do not charge for check preparation, however,   
we reserve the right to impose a charge. We reserve the right to charge a       
maximum of $85.                                                                 

CHARGE FOR THIRD-PARTY TRANSFER OR EXCHANGE. Currently, we are waiving the $65  
charge for each third-party transfer or exchange; this waiver may be            
discontinued at any time, with or without notice. Absent this waiver, we deduct 
a charge for direct rollovers or direct transfers of amounts from your contract 
to a third party, such as in the case of a trustee-to-trustee transfer for an   
IRA contract, or if you request that your contract be exchanged for a contract  
issued by another insurance company. We reserve the right to increase this      
charge to a maximum of $125. Please see Appendix V later in this Prospectus for 
variations in your state.                                                       

GUARANTEED BENEFIT CHARGES                                                      

RETURN OF PRINCIPAL DEATH BENEFIT. There is no additional charge for this death 
benefit, but it must be elected with the Guaranteed minimum income benefit,     
which does charge a fee. The Return of Principal death benefit, like all of the 
guaranteed minimum death benefits, only applies to amounts you allocate to the  
Protected Benefit account variable investment options and not with the contract 
as a whole.                                                                     

HIGHEST ANNIVERSARY VALUE DEATH BENEFIT. If you elect the Highest Anniversary   
Value death benefit, we deduct a charge annually from your Protected Benefit    
account variable investment options (including the AXA Ultra Conservative       
Strategy investment option) on each contract date anniversary for which it is   
in effect. The charge is equal to 0.35% of the Highest Anniversary Value        
benefit base. If you elect this benefit, but do not fund it until after your    
contract date, we will deduct the full charge on the contract date anniversary  
following the date on which you fund the benefit.                               

RMD WEALTH GUARD DEATH BENEFIT. If you elect the RMD Wealth Guard death         
benefit, we will deduct a charge annually from your Protected Benefit account   
variable investment options on each contract date anniversary for which it is   
in effect. The current charge is equal to 0.90% of the RMD Wealth Guard death   
benefit base in effect each contract date anniversary. If you have this         
benefit, but do not fund it until after your contract date, we will deduct the  
full charge on the contract date anniversary following the date on which you    
fund the benefit. We reserve the right to increase the charge for this benefit  
up to a maximum of 1.80%. See, "Fee changes for the Guaranteed minimum income   
benefit, "Greater of" death benefit and RMD Wealth Guard death benefit" below   
for more information.                                                           

"GREATER OF" DEATH BENEFIT. If you elect this death benefit, we deduct a charge 
annually from your Protected Benefit account variable investment options        
(including the AXA Ultra Conservative Strategy investment option) on each       
contract date anniversary for which it is in effect. The current charge is      
equal to 1.15% of the "Greater of" death benefit base. If you elect this        
benefit, but do not fund it until after your contract date, we will deduct the  
full charge on the contract date anniversary following the date on which you    
fund the benefit.                                                               

We reserve the right to increase the charge for this benefit up to a maximum of 
2.30%. See "Fee changes for the Guaranteed minimum income benefit and "Greater  
of" death benefit" below for more information.                                  

GUARANTEED MINIMUM INCOME BENEFIT CHARGE. If you have the GMIB, we deduct a     
charge annually from your Protected Benefit account variable investment options 
(including the AXA Ultra Conservative Strategy investment option) on each       
contract date anniversary until such time that your Lifetime GMIB payments      
begin or you elect another annuity payout option, whichever occurs first. The   
current charge is equal to 1.15% of the GMIB benefit base in effect on each     
contract date anniversary. If you have this benefit, but do not fund it until   
after your contract date, we will deduct the full charge on the contract date   
anniversary following the date on which you fund the benefit.                   

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We reserve the right to increase the charge for this benefit up to a maximum of 
2.30%. See "Fee changes for the Guaranteed minimum income benefit and "Greater  
of" death benefit" below for more information.                                  

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

For the Highest Anniversary Value death benefit, "Greater of" death benefit,    
GMIB and RMD Wealth Guard death benefit, we will deduct each charge from your   
Protected Benefit account variable investment options (including, if            
applicable, the AXA Ultra Conservative Strategy investment option) on a pro     
rata basis. If those amounts are insufficient to pay the charge and you have no 
amounts in the Special DCA program designated for the Protected Benefit account 
variable investment options, your benefit will terminate without value and you  
will lose any applicable Guaranteed benefits except as noted under "Effect of   
your account values falling to zero" in "Determining your contract's value"     
earlier in this Prospectus. Your contract will also terminate if you do not     
have any Investment account value.                                              

For the Highest Anniversary Value death benefit, the "Greater of" death         
benefit, the GMIB and RMD Wealth Guard death benefit, if any of the events      
listed below occur on a date other than a contract date anniversary, we will    
deduct a pro rata portion of the charge for that year. The pro rata portion of  
the charge will be based on the fee that is in effect at the time the charge is 
assessed.                                                                       

..   A death benefit is paid;                                                   

..   you surrender the contract to receive its cash value;                      

..   you annuitize your Protected Benefit account value;                        

..   you transfer 100% of your Protected Benefit account value to the Investment
account (following the dropping of your Guaranteed benefits); or        

..   you withdraw 100% of your Protected Benefit account value (following the   
dropping of your Guaranteed benefits).                                  

FEE CHANGES FOR THE GUARANTEED MINIMUM INCOME BENEFIT, "GREATER OF" DEATH       
BENEFIT AND RMD WEALTH GUARD DEATH BENEFIT                                      

We may increase or decrease the charge for the Guaranteed minimum income        
benefit, "Greater of" death benefit and RMD Wealth Guard death benefit. You     
will be notified of a change in the charge at least 30 days in advance. The     
charge for each benefit may only change once in a 12 month period and will      
never exceed the maximum shown in the fee table. If you are within your first   
two contract years at the time we notify you of a revised charge, the revised   
charge will be effective the first day of the third contract year or at least   
30 days following the notification date and will be assessed beginning on your  
third contract date anniversary. If you have reached your second contract date  
anniversary at the time we notify you of a revised charge, the revised charge   
will be effective 30 days after the notification date and will be assessed as   
of your next contract date anniversary that is at least 30 days after the fee   
change notification date and on all contract date anniversaries thereafter. A   
pro rated charge assessed during any contract year will be based on the charge  
in effect at that time. See "Guaranteed benefit charges" above for more         
information. You may not opt out of a fee change but you may drop the benefit   
if you notify us in writing within 30 days after a fee change is declared. See  
"Dropping or changing your Guaranteed benefits" in "Contract features and       
benefits," as well as Appendix I for more information.                          

EXERCISE OF THE GMIB IN THE EVENT OF A GMIB FEE INCREASE. In the event we       
increase the charge for the GMIB, you may exercise the GMIB subject to the      
following rules. If you are within your first two contract years at the time we 
notify you of a GMIB fee increase, you may elect to exercise the GMIB during    
the 30 day period beginning on your second contract date anniversary. If you    
have reached your second contract date anniversary at the time we notify you of 
a GMIB fee increase, you may elect to exercise the GMIB during the 30 day       
period beginning on the date of the fee increase notification. NOTE THAT IF YOU 
ARE WITHIN YOUR FIRST TWO CONTRACT YEARS AT THE TIME WE NOTIFY YOU OF A GMIB    
FEE INCREASE, YOUR OPPORTUNITY TO DROP THE BENEFIT IS THE 30 DAY PERIOD         
FOLLOWING NOTIFICATION, NOT THE 30 DAY PERIOD FOLLOWING YOUR SECOND CONTRACT    
DATE ANNIVERSARY. We must receive your election to exercise the GMIB within the 
applicable 30 day GMIB exercise period. Any applicable GMIB exercise waiting    
period will be waived. Upon expiration of the 30 day exercise period, any       
contractual waiting period will resume. If your GMIB exercise waiting period    
has already elapsed when a fee increase is announced, you may exercise your     
GMIB during either (i) the 30 day GMIB exercise period provided by your         
contract or (ii) the 30 day exercise period provided by the fee increase. It is 
possible that these periods may overlap. For more information on your           
contract's GMIB exercise period and exercise rules, see "Exercise of GMIB" in   
"Contract features and benefits". This feature may not be available in all      
states. In addition, this feature may vary in your state. For a state-by-state  
description of all material variations of this contract, see Appendix V later   
in this Prospectus.                                                             

For single owner contracts, the payout can be either based on a single life     
(the owner's life) or joint lives. For IRA contracts, the joint life must be    
the spouse of the owner. For jointly owned contracts, payments can be based on  
a single life (based on the life of the older owner) or joint lives. For        
non-natural owners, payments are available on the same basis (based on the      
annuitant or joint annuitant's life). Your Lifetime GMIB payments are           
calculated by applying your GMIB benefit base (as of the date we receive your   
election in good order) to guaranteed annuity purchase factors. See "Exercise   
of Guaranteed minimum income benefit" under "Contract features and benefits"    
for additional information regarding GMIB exercise.                             

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 pay-out option. The current tax charge 
that might be imposed varies by jurisdiction and ranges from 0% to 3.5%.        

CHARGES THAT THE TRUSTS DEDUCT                                                  

The Trusts deduct charges for the following types of fees and expenses:         

..   Management fees.                                                           

..   12b-1 fees.                                                                

..   Operating expenses, such as trustees' fees, independent public accounting  
firms' fees, legal counsel fees, administrative service fees, custodian 
fees and liability insurance.                                           

..   Investment-related expenses, such as brokerage commissions.                

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These charges are reflected in the daily share price of each Portfolio. Since   
shares of each Trust are purchased at their net asset value, these fees and     
expenses are, in effect, passed on to the variable investment options           
(including the AXA Ultra Conservative Strategy investment option) and are       
reflected in their unit values. Certain Portfolios available under the contract 
in turn invest in shares of other Portfolios of the Trusts and/or shares of     
unaffiliated Portfolios (collectively, the "underlying Portfolios"). The        
underlying Portfolios each have their own fees and expenses, including          
management fees, operating expenses, and investment related expenses such as    
brokerage commissions. For more information about these charges, please refer   
to the prospectuses for the Trusts.                                             

GROUP OR SPONSORED ARRANGEMENTS                                                 

For certain group or sponsored arrangements, we may reduce the daily contract   
charge, or change the minimum initial contribution requirements. We also may    
change the Guaranteed benefits, or offer variable investment options that       
invest in shares of the Trusts that are not subject to the 12b-1 fee. We may    
also change the crediting percentage that applies to contributions. 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 traditional IRA and Roth 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 operations 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 ("ERISA") or both. We make  
no representations with regard to the impact of these and other applicable laws 
on such programs. We recommend that employers, trustees, and others purchasing  
or making contracts available for purchase under such programs seek the advice  
of their own legal and benefits advisers.                                       

OTHER DISTRIBUTION ARRANGEMENTS                                                 

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

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6. Payment of death benefit                                                     

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YOUR BENEFICIARY AND PAYMENT OF BENEFIT                                         

You designate your beneficiary when you apply for your contract. You may change 
your beneficiary at any time while you are alive and the contract is in force.  
The change will be effective as of the date the written request is executed,    
whether or not you are living on the date the change is received in our         
processing office. We are not responsible for any beneficiary change request    
that we do not receive. We will send you a written confirmation when we receive 
your request.                                                                   

Under jointly owned contracts, the surviving owner is considered the            
beneficiary, and will take the place of any other beneficiary. Under a contract 
with a non-natural owner that has joint annuitants who continue to be spouses   
at the time of death, the surviving annuitant is considered the beneficiary,    
and will take the place of any other beneficiary. In a QP contract, the         
beneficiary must be the plan trust. Where an NQ contract is owned for the       
benefit of a minor pursuant to the Uniform Gift to Minors Act or the Uniform    
Transfers to Minors Act, the beneficiary must be the estate of the minor. Where 
an IRA contract is owned in a custodial individual retirement account, the      
custodian must be the beneficiary.                                              

The death benefit in connection with your Investment account is equal to your   
Investment account value as of the date we receive satisfactory proof of the    
owner's (or older joint owner's, if applicable) death, any required             
instructions for the method of payment, forms necessary to effect payment and   
any other information we may require.                                           

The death benefit in connection with any amount in your Protected Benefit       
account is equal to your Protected Benefit account value or, if greater, the    
applicable Guaranteed minimum death benefit. We determine the amount of the     
death benefit (other than the applicable Guaranteed minimum death benefit), as  
of the date we receive satisfactory proof of the owner's (or older joint        
owner's, if applicable) death, any required instructions for the method of      
payment, forms necessary to effect payment and any other information we may     
require. However, this is not the case if the beneficiary of your contract is   
your spouse and he or she decides to roll over the death benefit to another     
contract issued by us. See "Effect of the owner's death" below. The amount of   
the applicable Guaranteed minimum death benefit will be such Guaranteed minimum 
death benefit as of the date of the owner's (or older joint owner's, if         
applicable) death adjusted for any subsequent withdrawals. Payment of the death 
benefit terminates the contract.                                                

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WHEN WE USE THE TERMS "OWNER" AND "JOINT OWNER", WE INTEND THESE TO BE          
REFERENCES TO ANNUITANT AND JOINT ANNUITANT, RESPECTIVELY, IF THE CONTRACT HAS  
A NON-NATURAL OWNER. IF THE CONTRACT IS JOINTLY OWNED OR IS ISSUED TO A         
NON-NATURAL OWNER, THE DEATH BENEFIT IS PAYABLE UPON THE DEATH OF THE OLDER     
JOINT OWNER OR OLDER JOINT ANNUITANT, AS APPLICABLE.                            
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Subject to applicable laws and regulations, you may impose restrictions on the  
timing and manner of the payment of the death benefit to your beneficiary. For  
example, your beneficiary designation may specify the form of death benefit     
payout (such as a life annuity), provided the payout you elect is one that we   
offer both at the time of designation and when the death benefit is payable. In 
general, the beneficiary will have no right to change the election. However,    
you should be aware that (i) in accordance with current federal income tax      
rules, we apply a predetermined death benefit annuity payout election only if   
payment of the death benefit amount begins within one year following the date   
of death, which payment may not occur if the beneficiary has failed to provide  
all required information before the end of that period, (ii) we will not apply  
the predetermined death benefit payout election if doing so would violate any   
federal income tax rules or any other applicable law, and (iii) a beneficiary   
or a successor owner who continues the contract under one of the continuation   
options described below will have the right to change your annuity payout       
election.                                                                       

In general, if the annuitant dies, the owner (or older joint owner, if          
applicable) will become the annuitant, and the death benefit is not payable. If 
the contract had joint annuitants, it will become a single annuitant contract.  

EFFECT OF THE OWNER'S DEATH                                                     

In general, if the owner dies while the contract is in force, the contract      
terminates and the applicable death benefit is paid. If the contract is jointly 
owned, the death benefit is payable upon the death of the older owner. If the   
contract has a non-natural owner, the death benefit is payable upon the death   
of the annuitant.                                                               

There are various circumstances, however, in which the contract can be          
continued by a successor owner or under a Beneficiary continuation option       
("BCO"). For contracts with spouses who are joint owners, the surviving spouse  
will automatically be able to continue the contract under the "Spousal          
continuation" feature or under our Beneficiary continuation option, as          
discussed below. For contracts with non-spousal joint owners, the joint owner   
will be able to continue the contract as a successor owner subject to the       
limitations discussed below under "Non-spousal joint owner contract             
continuation."                                                                  

If you are the sole owner, your surviving spouse may have the option to:        

..   take the death benefit proceeds in a lump sum;                             

..   continue the contract as a successor owner under "Spousal continuation" (if
your spouse is the sole primary beneficiary) or under our Beneficiary   
continuation option, as discussed below; or                             

..   roll the death benefit proceeds over into another contract.                

If your surviving spouse rolls over the death benefit proceeds into a contract  
issued by us, the amount of the death benefit will be calculated as of the date 
we receive all requirements necessary to issue your spouse's new contract. Any  
death proceeds will remain invested in this contract until your spouse's new    
contract is issued. The amount of the death benefit will be calculated to equal 
the greater of the account value (as of the date your spouse's new contract is  
issued) and the applicable Guaranteed minimum death benefit (as of              

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the date of your death). This means that the death benefit proceeds could vary  
up or down, based on investment performance, until your spouse's new contract   
is issued.                                                                      

If the surviving joint owner is not the surviving spouse, or, for single owner  
contracts, if the beneficiary is not the surviving spouse, federal income tax   
rules generally require payments of amounts under the contract to be made       
within five years of an owner's death (the "5-year rule"). In certain cases, an 
individual beneficiary or non-spousal surviving joint owner may opt to receive  
payments over his/her life (or over a period not in excess of his/her life      
expectancy) if payments commence within one year of the owner's death. Any such 
election must be made in accordance with our rules at the time of death. If the 
beneficiary of a contract with one owner or a younger non-spousal joint owner   
continues the contract under the 5-year rule, in general, all Guaranteed        
benefits and their charges will end. For more information on non-spousal joint  
owner contract continuation, see the section immediately below.                 

NON-SPOUSAL JOINT OWNER CONTRACT CONTINUATION                                   

Upon the death of either owner, the surviving joint owner becomes the sole      
owner.                                                                          

Any death benefit (if the older owner dies first) or cash value (if the younger 
owner dies first) must be fully paid to the surviving joint owner within five   
years. The surviving owner may instead elect to receive a life annuity,         
provided payments begin within one year of the deceased owner's death. If the   
life annuity is elected, the contract and all benefits terminate.               

If the older owner dies first, we will increase the account value to equal the  
Guaranteed minimum death benefit, if higher. The surviving owner can elect to   
(1) take a lump sum payment; (2) annuitize within one year; (3) continue the    
contract for up to five years and any GMIB and charge will be terminated; or    
(4) continue the contract under the Beneficiary continuation option.            

If the contract continues, any Guaranteed minimum death benefit and associated  
charge will be discontinued. No subsequent contributions will be permitted.     

If the younger owner dies first, the surviving owner can elect to (1) take a    
lump sum payment; (2) annuitize within one year; (3) continue the contract for  
up to five years; or (4) continue the contract under the Beneficiary            
continuation option. If the contract continues under the "5-year rule", the     
death benefit is not payable and the Guaranteed minimum death benefit, if       
applicable, will continue without change. In general, the GMIB and charge will  
be discontinued. No subsequent contributions will be permitted.                 

SPOUSAL CONTINUATION                                                            

If you are the contract owner and your spouse is the sole primary beneficiary   
or you jointly own the contract with your younger spouse, your spouse may elect 
to continue the contract as successor owner upon your death. Spousal            
beneficiaries (who are not also joint owners) must be 85 or younger as of the   
date of the deceased spouse's death in order to continue the contract under     
Spousal continuation. The determination of spousal status is made under         
applicable state law. However, in the event of a conflict between federal and   
state law, we follow federal rules.                                             

Upon your death, the younger spouse joint owner (for NQ contracts only) or the  
spouse beneficiary (under a Single owner contract), may elect to receive the    
death benefit, continue the contract under our Beneficiary continuation option  
(as discussed below in this section) or continue the contract, as follows:      

..   The applicable Guaranteed minimum death benefit option may continue as     
follows:                                                                

-- If the surviving spouse is age 65 or younger on the date of your death 
     for contracts with the "Greater of" death benefit or the RMD Wealth Guard
death benefit, age 80 or younger for contracts with the Highest     
    Anniversary Value death benefit and you were age 84 or younger at death,
    the Guaranteed minimum death benefit continues and will continue to grow
    according to its terms until the contract date anniversary following the
date the surviving spouse reaches age 85, or in the case of the RMD 
     Wealth Guard death benefit, until the contract date anniversary following
  the earlier of (i) the first RMD withdrawal from the Protected Benefit
account and (ii) the date the surviving spouse reaches age 85.      

-- If the surviving spouse is age 65 or younger on the date of your death 
     for contracts with the "Greater of" death benefit or the RMD Wealth Guard
death benefit, age 80 or younger for contracts with the Highest     
     Anniversary Value death benefit and you were age 85 or older at death, we
   will reinstate the Guaranteed minimum death benefit under the contract.
  The benefit base (which had previously been frozen at age 85) will now
continue to grow according to its terms until the contract date     
     anniversary following the date the surviving spouse reaches age 85, or in
   the case of the RMD Wealth Guard death benefit, until the contract date
  anniversary following the earlier of (i) the first RMD withdrawal from
the Protected Benefit account and (ii) the date the surviving spouse
reaches age 85.                                                     

-- If the surviving spouse is age 66 or over on the date of your death for
   the "Greater of" death benefit or the RMD Wealth Guard death benefit or
age 81 or older for the Highest Anniversary Value death benefit, any
  applicable Guaranteed minimum death benefit will be frozen (subject to
   adjustment for subsequent contributions and withdrawals) and the charge
will be discontinued.                                               

-- If the "Greater of" death benefit continues, the Roll-up to age 85     
 benefit base reset, and any Deferral Roll-up amount or Annual Roll-up
amount, as applicable, will be based on the surviving spouse's age. 

The GMIB may continue if the benefit had not already terminated and the benefit 
will be based on the surviving spouse's age at the date of the deceased         
spouse's death. See "Exercise rules" under ''Guaranteed minimum income benefit  
(''GMIB'')'' in ''Contract features and benefits'' earlier in this Prospectus.  

The RMD Wealth Guard death benefit will terminate if the surviving spouse is    
not eligible to make contributions or transfers into the Protected Benefit      
account and the Protected Benefit account has no value.                         

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Where an NQ contract is owned by a Living Trust, as defined in the contract,    
and at the time of the annuitant's death the annuitant's spouse is the sole     
beneficiary of the Living Trust, the Trustee, as owner of the contract, may     
request that the spouse be substituted as annuitant as of the date of the       
annuitant's death. No further change of annuitant will be permitted.            

Where an IRA contract is owned in a custodial individual retirement account,    
and your spouse is the sole beneficiary of the account, the custodian may       
request that the spouse be substituted as annuitant after your death.           

For jointly owned NQ contracts, if the younger spouse dies first no death       
benefit is paid, and the contract continues as follows:                         

..   The Guaranteed benefits continue to be based on the older spouse's age for 
the life of the contract.                                               

..   If the deceased spouse was the annuitant, the surviving spouse becomes the 
  annuitant. If the deceased spouse was a joint annuitant, the contract will
become a single annuitant contract.                                     

If you divorce, Spousal continuation does not apply.                            

The determination of spousal status is made under applicable state law. In June 
2013, the U.S. Supreme Court ruled that the portion of the federal Defense of   
Marriage Act that precluded same-sex marriages from being recognized for        
purposes of federal law was unconstitutional. The IRS adopted a rule            
recognizing the marriage of same-sex individuals validly entered into in a      
jurisdiction that authorizes same-sex marriages, even if the individuals are    
domiciled in a jurisdiction that does not recognize the marriage. The IRS also  
ruled that the term "spouse" does not include an individual who has entered     
into a registered domestic partnership, civil union, or other similar           
relationship that is not denominated as a "marriage" under the laws of that     
jurisdiction. Absent further guidance, we intend to continue administering the  
contract consistent with these IRS rulings. Therefore, exercise of any spousal  
continuation right under a contract by an individual who does not meet the      
definition of "spouse" under federal law may have adverse tax consequences. If  
you are married to a same-sex spouse, you have all of the rights and privileges 
under the contract as someone married to an opposite sex spouse. You should be  
aware that the U.S. Supreme Court has agreed to hear another case addressing    
same-sex marriage. It is not clear whether the outcome of this case will affect 
our procedures. Consult with a tax adviser for more information on this subject.

BENEFICIARY CONTINUATION OPTION                                                 

This feature permits a designated individual, on the contract owner's death, to 
maintain a contract with the deceased contract owner's name on it and receive   
distributions under the contract, instead of receiving the death benefit in a   
single sum. We make this option available to beneficiaries under traditional    
IRA, Roth IRA and NQ contracts, subject to state availability. Please speak     
with your financial professional for further information. For a state-by-state  
description of all material variations of this contract, including information  
on the availability of the Beneficiary continuation option in your state, see   
Appendix V later in this Prospectus.                                            

Where an IRA contract is owned in a custodial individual retirement account,    
the custodian may reinvest the death benefit in an individual retirement        
annuity contract, using the account beneficiary as the annuitant. Please speak  
with your financial professional for further information.                       

BENEFICIARY CONTINUATION OPTION FOR TRADITIONAL IRA AND ROTH IRA CONTRACTS      
ONLY. The Beneficiary continuation option must be elected by September 30th of  
the year following the calendar year of your death and before any other         
inconsistent election is made. Beneficiaries who do not make a timely election  
will not be eligible for this option. If the election is made, then, as of the  
date we receive satisfactory proof of death, any required instructions,         
information and forms necessary to effect the Beneficiary continuation option   
feature, we will increase the Protected Benefit account value to equal the      
applicable death benefit if such death benefit is greater than such account     
value, adjusted for any subsequent withdrawals.                                 

Generally, payments will be made once a year to the beneficiary over the        
beneficiary's life expectancy (determined in the calendar year after your death 
and determined on a term certain basis). These payments must begin no later     
than December 31st of the calendar year after the year of your death. For sole  
spousal beneficiaries, payments may begin by December 31st of the calendar year 
in which you would have reached age 70 1/2, if such time is later. For          
traditional IRA contracts only, if you die before your Required Beginning Date  
for Required Minimum Distributions, as discussed later in this Prospectus in    
"Tax information" under "Individual retirement arrangements (IRAs)," the        
beneficiary may choose the "5-year rule" option instead of annual payments over 
life expectancy. The "5-year rule" is always available to beneficiaries under   
Roth IRA contracts. If the beneficiary chooses this option, the beneficiary may 
take withdrawals as desired, but the entire account value must be fully         
withdrawn by December 31st of the calendar year which contains the fifth        
anniversary of your death.                                                      

Under the Beneficiary continuation option for IRA and Roth IRA contracts:       

..   The contract continues with your name on it for the benefit of your        
beneficiary.                                                            

..   The beneficiary replaces the deceased owner as annuitant.                  

..   This feature is only available if the beneficiary is an individual. Certain
trusts with only individual beneficiaries will be treated as individuals
for this purpose.                                                       

..   If there is more than one beneficiary, each beneficiary's share will be    
   separately accounted for. It will be distributed over the beneficiary's own
life expectancy, if payments over life expectancy are chosen.           

..   The minimum amount that is required in order to elect the Beneficiary      
continuation option is $5,000 for each beneficiary.                     

..   The beneficiary may make transfers among the Investment account variable   
investment options and the guaranteed interest option (subject to our   
rules) but no subsequent contributions will be permitted.               

..   The Protected Benefit account variable investment options will no longer be
available and no value can be allocated to those investment options.    

..   If any Guaranteed benefits are in effect under the contract, they will no  
longer be in effect and charges for such benefits will stop.            

..   The beneficiary may choose at any time to withdraw all or a portion of the 
Total account value.                                                    

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..   Any partial withdrawal must be at least $300.                              

..   Your beneficiary will have the right to name a beneficiary to receive any  
remaining interest in the contract.                                     

..   Upon the death of your beneficiary, the beneficiary he or she has named has
 the option to either continue taking required minimum distributions based
  on the remaining life expectancy of the deceased beneficiary or to receive
any remaining interest in the contract in a lump sum. The option elected
   will be processed when we receive satisfactory proof of death, any required
instructions for the method of payment and any required information and 
forms necessary to effect payment.                                      

BENEFICIARY CONTINUATION OPTION FOR NQ CONTRACTS ONLY. This feature, also known 
as Inherited annuity, may only be elected when the NQ contract owner dies       
before the annuity maturity date, whether or not the owner and the annuitant    
are the same person. For purposes of this discussion, "beneficiary" refers to   
the successor owner. This feature must be elected within 9 months following the 
date of your death and before any other inconsistent election is made.          
Beneficiaries who do not make a timely election will not be eligible for this   
option.                                                                         

Generally, payments will be made once a year to the beneficiary over the        
beneficiary's life expectancy, determined on a term certain basis and in the    
year payments start. These payments must begin no later than one year after the 
date of your death and are referred to as "scheduled payments." The beneficiary 
may choose the "5-year rule" instead of scheduled payments over life            
expectancy. If the beneficiary chooses the 5-year rule, there will be no        
scheduled payments. Under the 5-year rule, the beneficiary may take withdrawals 
as desired, but the entire account value must be fully withdrawn by the fifth   
anniversary of your death.                                                      

Under the Beneficiary continuation option for NQ contracts:                     

..   This feature is only available if the beneficiary is an individual. It is  
not available for any entity such as a trust, even if all of the        
beneficiaries of the trust are individuals.                             

..   The beneficiary automatically replaces the existing annuitant.             

..   The contract continues with your name on it for the benefit of your        
beneficiary.                                                            

..   If there is more than one beneficiary, each beneficiary's share will be    
separately accounted for. It will be distributed over the respective    
beneficiary's own life expectancy, if scheduled payments are chosen.    

..   The minimum amount that is required in order to elect the Beneficiary      
continuation option is $5,000 for each beneficiary.                     

..   The beneficiary may make transfers among the Investment account variable   
investment options but no subsequent contributions will be permitted.   

..   The Protected Benefit account variable investment options will no longer be
available and no value can be allocated to those investment options.    

..   If any Guaranteed benefits are in effect under the contract, they will no  
longer be in effect and charges for such benefits will stop.            

..   If the beneficiary chooses the "5-year rule," withdrawals may be made at   
any time. If the beneficiary instead chooses scheduled payments, the    
 beneficiary may also take withdrawals, in addition to scheduled payments,
at any time.                                                            

..   Any partial withdrawals must be at least $300.                             

..   Your beneficiary will have the right to name a beneficiary to receive any  
remaining interest in the contract on the beneficiary's death.          

..   Upon the death of your beneficiary, the beneficiary he or she has named has
the option to either continue taking scheduled payments based on the    
remaining life expectancy of the deceased beneficiary (if scheduled     
  payments were chosen) or to receive any remaining interest in the contract
   in a lump sum. We will pay any remaining interest in the contract in a lump
  sum if your beneficiary elects the 5-year rule. The option elected will be
processed when we receive satisfactory proof of death, any required     
instructions for the method of payment and any required information and 
forms necessary to effect payment.                                      

IF THE DECEASED IS THE OWNER OR THE OLDER JOINT OWNER:                          

..   As of the date we receive satisfactory proof of death, any required        
instructions, information and forms necessary to effect the Beneficiary 
   continuation option feature, we will increase the Protected Benefit account
value to equal the applicable death benefit if such death benefit is    
greater than such Protected Benefit account value adjusted for any      
subsequent withdrawals.                                                 

IF THE DECEASED IS THE YOUNGER NON-SPOUSAL JOINT OWNER:                         

..   The account value will not be reset to the death benefit amount.           

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

A surviving spouse should speak to his or her tax professional about whether    
Spousal continuation or the Beneficiary continuation option is appropriate for  
him or her. Factors to consider include, but are not limited to, the surviving  
spouse's age, need for immediate income and a desire to continue any Guaranteed 
benefits under the contract.                                                    

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7. Tax information                                                              

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

OVERVIEW                                                                        

In this part of the Prospectus, we discuss the current federal income tax rules 
that generally apply to Retirement Cornerstone(R) Series E contracts owned by   
United States individual taxpayers. The tax rules can differ, depending on the  
type of contract, whether NQ, traditional IRA, Roth IRA or QP. 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 IRS interpretations of the        
Internal Revenue Code. These tax rules may change without notice. We cannot     
predict whether, when, or how these rules could change. Any change could affect 
contracts purchased before the change. Congress may also consider proposals in  
the future to comprehensively reform or overhaul the United States tax and      
retirement systems, which if enacted, could affect the tax benefits of a        
contract. We cannot predict what, if any, legislation will actually be proposed 
or enacted.                                                                     

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. We also do not discuss    
the Employee Retirement Income Security Act of 1974 ("ERISA"). Transfers of the 
contract, rights or values under the contract, or payments under the contract,  
for example, amounts due to beneficiaries, may be subject to federal or state   
gift, estate, or inheritance taxes. You should not rely only on this document,  
but should consult your tax adviser before your purchase.                       

FATCA                                                                           

Even though this section in the Prospectus discusses consequences to United     
States individuals you should be aware that the Foreign Account Tax Compliance  
Act ("FATCA") which applies beginning in 2014 to certain U.S.-source payments   
may require AXA Equitable and its affiliates to obtain specified documentation  
of an entity's status before payment is made in order to avoid punitive 30%     
FATCA withholding. The FATCA rules are initially directed at foreign entities,  
and may presume that various U.S. entities are "foreign" unless the U.S. entity 
has documented its U.S. status by providing Form W-9. Also, in future years     
FATCA and related rules may require us to document the status of certain        
contractholders, as well as report contract values and other information for    
such contractholders. For this reason AXA Equitable and its affiliates intend   
to require appropriate status documentation at purchase, change of ownership,   
and affected payment transactions including death benefit payments. FATCA and   
its related guidance is extraordinarily complex and its effect varies           
considerably by type of payor, type of payee and type of recipient.             

CONTRACTS THAT FUND A RETIREMENT ARRANGEMENT                                    

Generally, there are two types of funding vehicles that are available for       
Individual Retirement Arrangements ("IRAs"): an individual retirement annuity   
contract such as the ones offered in this Prospectus, or a custodial or         
trusteed individual retirement account. Annuity contracts can also be purchased 
in connection with retirement plans qualified under Section 401(a) of the Code  
("QP contracts"). How these arrangements work, including special rules          
applicable to each, are noted in the specific sections for each type of         
arrangement, below. You should be aware that the funding vehicle for a          
tax-qualified arrangement does not provide any tax deferral benefit beyond that 
already provided by the Code for all permissible funding vehicles. Before       
choosing an annuity contract, therefore, you should consider the annuity's      
features and benefits compared with the features and benefits of other          
permissible funding vehicles and the relative costs of annuities and other      
arrangements. You should be aware that cost may vary depending on the features  
and benefits made available and the charges and expenses of the investment      
options or funds that you elect.                                                

Certain provisions of the Treasury Regulations on required minimum              
distributions concerning the actuarial present value of additional contract     
benefits could increase the amount required to be distributed from annuity      
contracts funding qualified plans and IRAs. For this purpose additional annuity 
contract benefits may include, but are not limited to the various Guaranteed    
benefits. You should consider the potential implication of these Regulations    
before you purchase this annuity contract or purchase additional features under 
this annuity contract. See also Appendix II at the end of this Prospectus for a 
discussion of QP contracts.                                                     

TRANSFERS AMONG INVESTMENT OPTIONS                                              

If permitted under the terms of the contract, you can make transfers among      
investment options inside the contract without triggering taxable income.       

TAXATION OF NONQUALIFIED ANNUITIES                                              

CONTRIBUTIONS                                                                   

You may not deduct the amount of your contributions to a nonqualified annuity   
contract. Only section 1035 exchanges are permitted to fund a Retirement        
Cornerstone Series E NQ contract. See "Exchange Program" in "Retirement         
Cornerstone(R) Series E at a glance -- key features" earlier in this Prospectus.

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:            

..   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);                  

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

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

..   if the owner is other than an individual (such as a corporation,           
 partnership, trust, or other non-natural person). This provision does not
 apply to a trust which is a mere agent or nominee for an individual, such
as a grantor trust.                                                     

Federal tax law requires that all nonqualified deferred annuity contracts that  
AXA Equitable and its affiliates issue to you during the same calendar year be  
linked together and treated as one contract for calculating the taxable amount  
of any distribution from any of those contracts.                                

ANNUITY PAYMENTS                                                                

The following applies to an annuitization of the entire contract. In certain    
cases, the contract can be partially annuitized. See "Partial Annuitization"    
below.                                                                          

Annuitization under a Retirement Cornerstone(R) Series E contract occurs when   
your interest under the contract is or has been applied to one or more payout   
options intended to amortize amounts over your life or over a period certain    
generally limited by the period of your life expectancy. (We do not currently   
offer a period certain option without life contingencies.) Annuity payouts can  
also be determined on a joint life basis. After annuitization, no further       
contributions to the contract may be made, the annuity payout amount must be    
paid at least annually, and annuity payments cannot be stopped except by death  
or surrender (if permitted under the terms of the contract).                    

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 unrecovered investment in the contract. Generally, your investment in the  
contract equals the contributions you made, less any amounts you previously     
withdrew that were not taxable.                                                 

For fixed annuity payments, the tax-free portion of each payment is determined  
by (1) dividing your investment in the contract by the total amount you are     
expected to receive out of the contract, and (2) multiplying the result by the  
amount of the payment. For variable annuity payments, your tax-free portion of  
each payment is your investment in the contract divided by the number of        
expected payments. If you have a loss on a variable annuity payout in a taxable 
year, you may be able to adjust the tax-free amount in subsequent years.        

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.                                         

Your rights to apply amounts under this contract to an annuity payout option    
are described elsewhere in this Prospectus. If you hold your contract to the    
maximum maturity age under the contract we require that a choice be made        
between taking a lump sum settlement of any remaining account value or applying 
any such account value to an annuity payout option we may offer at the time     
under the contract. If no affirmative choice is made, we will apply any         
remaining account value or interest in the contract to the default option under 
the contract at such age. While there is no specific federal tax guidance as to 
whether or when an annuity contract is required to mature, or as to the form of 
the payments to be made upon maturity, we believe that this contract            
constitutes an annuity contract under current federal tax rules.                

ANNUITY PAYMENTS UNDER THE NO LAPSE GUARANTEE IF YOU HAVE THE GMIB              

If the value of the Protected Benefit account falls to zero before the maturity 
date and the no lapse guarantee is still in effect, we will issue a             
supplementary contract as described earlier in this Prospectus in "Guaranteed   
minimum income benefit" under "Contract features and benefits". The payments    
under the no lapse guarantee will be treated as annuity payments. If you have   
no value remaining in the Investment account, the entire contract will be       
annuitized. If you have value remaining in the Investment account, the contract 
will be treated as partially annuitized as described below. Since the value of  
the Protected Benefit account has fallen to zero, all of the account value      
under the contract is allocated to the Investment account, and all of the basis 
or investment in the contract will remain with the Investment account. Since no 
investment in the contract is allocated to the stream of payments under the no  
lapse guarantee, all amounts will be fully taxable over your life.              

PARTIAL ANNUITIZATION                                                           

The consequences described above for annuitization of the entire contract apply 
to the portion of the contract which is partially annuitized. A nonqualified    
deferred annuity contract is treated as being partially annuitized if a portion 
of the contract is applied to an annuity payout option on a life-contingent     
basis or for a period certain of at least 10 years. We do not currently offer a 
period certain option without life contingencies. In order to get annuity       
payment tax treatment for the portion of the contract applied to the annuity    
payout, payments must be made at least annually in substantially equal amounts, 
the payments must be designed to amortize the amount applied over life or the   
period certain, and the payments cannot be stopped, except by death or          
surrender (if permitted under the terms of the contract). The investment in the 
contract is split between the partially annuitized portion and the deferred     
amount remaining based on the relative values of the amount applied to the      
annuity payout and the deferred amount remaining at the time of the partial     
annuitization. Also, the partial annuitization has its own annuity starting     
date.                                                                           

WITHDRAWALS 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 Total account value less your total 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 reduction of your investment in the contract and is not taxable.   

Collateral assignments are taxable to the extent of any earnings in the         
contract at the time any portion of the contract's value is assigned as         
collateral. Therefore, if you assign your contract as collateral for a loan     
with a third party after the contract is issued, you may have taxable income    
even though you receive no payments under the contract. AXA Equitable will      
report any income attributable to a collateral assignment on Form 1099-R. Also, 
if AXA Equitable makes payments or distributions to the assignee pursuant to    
directions under the collateral assignment agreement, any gains in such         
payments may be taxable to you and reportable on Form 1099-R even though you do 
not receive them.                                                               

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TAXATION OF ANNUAL WITHDRAWALS PRIOR TO THE BEGINNING OF LIFETIME GMIB PAYMENTS 

We treat any withdrawals under the contract as non-annuity payments for income  
tax purposes. (This includes Annual withdrawal amounts received before the      
entire contract is annutized as described above under "Annuity Payments.")      

1035 EXCHANGES                                                                  

You may purchase a nonqualified deferred annuity 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:

..   the contract that is the source of the funds you are using to purchase the 
nonqualified deferred annuity contract is another nonqualified deferred 
annuity contract or life insurance or endowment contract.               

..   the owner and the annuitant are the same under the source contract and the 
   contract issued in exchange. 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.                                                   

In some cases you may make a tax-deferred 1035 exchange from a nonqualified     
deferred annuity contract to a "qualified long-term care contract" meeting all  
specified requirements under the Code or an annuity contract with a "qualified  
long-term care contract" feature (sometimes referred to as a "combination       
annuity" contract).                                                             

The tax basis, also referred to as your investment in the contract, of the      
source contract carries over to the contract issued in exchange.                

An owner may direct the proceeds of a partial withdrawal from one nonqualified  
deferred annuity contract to purchase or contribute to another nonqualified     
deferred annuity contract on a tax-deferred basis. If requirements are met, the 
owner may also directly transfer amounts from a nonqualified deferred annuity   
contract to a "qualified long-term care contract" or "combination annuity" in   
such a partial 1035 exchange transaction. Special forms, agreement between the  
carriers, and provision of cost basis information may be required to process    
this type of an exchange.                                                       

If you are purchasing your contract through a Section 1035 exchange, you should 
be aware that AXA Equitable cannot guarantee that the exchange from the source  
contract to the contract you are applying for will be treated as a Section 1035 
exchange.                                                                       

Even if the contract owner and the insurance companies agree that a full or     
partial 1035 exchange is intended, the IRS has the ultimate authority to review 
the facts and determine that the transaction should be recharacterized as       
taxable in whole or in part.                                                    

Section 1035 exchanges are generally not available after the death of the       
owner. The destination contract must meet specific post-death payout            
requirements to prevent avoidance of the death of owner rules. See "Payment of  
death benefit".                                                                 

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.                                                            

Under the Beneficiary continuation option, the tax treatment of a withdrawal    
after the death of the owner taken as a single sum or taken as withdrawals      
under the 5-year rule is generally the same as the tax treatment of a           
withdrawal from or surrender of 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. 
Some of the available exceptions to the pre-age 59 1/2 penalty tax include      
distributions made:                                                             

..   on or after your death; or                                                 

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

..   in the form of substantially equal periodic annuity payments at least      
   annually over your life (or life expectancy), or the joint lives of you and
your beneficiary (or joint life expectancies) using an IRS-approved     
distribution method. We do not anticipate that GMIB Annual withdrawal   
amount payments made before age 59 1/2 will qualify for this exception. 

Please note that it is your responsibility to claim the penalty exception on    
your own income tax return and to document eligibility for the exception to the 
IRS.                                                                            

ADDITIONAL TAX ON NET INVESTMENT INCOME                                         

Taxpayers who have modified adjusted gross income ("MAGI") over a specified     
amount and who also have specified net investment income in any year may have   
to pay an additional surtax of 3.8%. (This tax has been informally referred to  
as the "Net Investment Income Tax" or "NIIT"). For this purpose net investment  
income includes distributions from and payments under nonqualified annuity      
contracts. The threshold amount of MAGI varies by filing status: $200,000 for   
single filers; $250,000 for married taxpayers filing jointly, and $125,000 for  
married taxpayers filing separately. The tax applies to the lesser of a) the    
amount of MAGI over the applicable threshold amount or b) the net investment    
income. You should discuss with your tax adviser the potential effect of this   
tax.                                                                            

INVESTOR CONTROL ISSUES                                                         

Under certain circumstances, the IRS has stated that you could be treated as    
the owner (for tax purposes) of the assets of Separate Account No. 70. If you   
were treated as the owner, you would be taxable on income and gains             
attributable to the shares of the underlying Portfolios.                        

The circumstances that would lead to this tax treatment would be that, in the   
opinion of the IRS, you could control the underlying investment of Separate     
Account No. 70. The IRS has said that the owners of variable annuities will not 
be treated as owning the separate account assets provided the underlying        
Portfolios are restricted to variable life and annuity assets. The variable     
annuity owners must have the right only to                                      

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choose among the Portfolios, and must have no right to direct the particular    
investment decisions within the Portfolios.                                     

Although we believe that, under current IRS guidance, you would not be treated  
as the owner of the assets of Separate Account No. 70, there are some issues    
that remain unclear. For example, the IRS has not issued any guidance as to     
whether having a larger number of Portfolios available could cause you to be    
treated as the owner. We do not know whether the IRS will ever provide such     
guidance or whether such guidance, if unfavorable, would apply retroactively to 
your contract. Furthermore, the IRS could reverse its current guidance at any   
time. We reserve the right to modify your contract as necessary to prevent you  
from being treated as the owner of the assets of Separate Account No. 70.       

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 funding the account for the benefit of the IRA owner. The assets     
typically include mutual funds and/or individual stocks and/or securities in a  
custodial account, and bank certificates of deposit in a trusteed account. 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:                                  

..   Traditional IRAs, typically funded on a pre-tax basis; and                 

..   Roth IRAs, 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. All types of IRAs qualify for tax       
deferral regardless of the funding vehicle selected.                            

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 Publications 590-A ("Contributions to Individual Retirement     
Arrangements (IRAs)") and 590-B ("Distributions from Individual Retirement      
Arrangements (IRAs)"). These publications are usually updated annually, and can 
be obtained by contacting the IRS or from the IRS website (www.irs.gov).        

AXA Equitable designs its 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 or Roth IRA. We also offer Inherited IRA      
contracts for payment of post-death required minimum distributions from         
traditional IRAs and Roth IRAs, respectively.                                   

This Prospectus contains the information that the IRS requires you to have      
before you purchase an IRA. The first section covers some of the special tax    
rules that apply to traditional IRAs. The next section covers Roth IRAs. The    
disclosure generally assumes direct ownership of the individual retirement      
annuity contract. For contracts owned in a custodial individual retirement      
account, the disclosure will apply only if you terminate your account or        
transfer ownership of the contract to yourself.                                 

We describe the amount and types of charges that may apply to your              
contributions under "Charges and expenses" earlier in this Prospectus. We       
describe the method of calculating payments under "Accessing your money"        
earlier in this Prospectus. We do not guarantee or project growth in any        
variable income annuitization option payments (as opposed to payments from a    
fixed income annuitization option).                                             

We have not applied for opinion letters approving the respective forms of the   
traditional and Roth IRA contracts for use as a traditional and Roth IRA,       
respectively. 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.                                                                  

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS                            

You can cancel either type of the Retirement Cornerstone(R) Series E IRA        
contract (traditional IRA or Roth IRA) by following the directions in "Your     
right to cancel with a certain number of days" under "Contract features and     
benefits" earlier in this Prospectus. If you cancel a traditional IRA or Roth   
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 purchase a traditional IRA or as additional contributions   
to an existing IRA:                                                             

..   "regular" contributions out of earned income or compensation; or           

..   tax-free "rollover" contributions; or                                      

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

The Retirement Cornerstone(R) Series E traditional IRA contract may be funded   
only through a direct rollover or transfer of funds from a contract previously  
issued by us. Partial rollovers or partial direct transfers from eligible Prior 
Contracts are not permitted. See "How you can make your contributions" in       
"Contract features and benefits" earlier in this Prospectus or "Rollover        
contributions to this Roth IRA contract" later in this section for more         
information. Contributions to this contract cannot be made through "regular"    
IRA contributions out of your current compensation or from any source other     
than eligible prior Contracts described above. See "Exchange Program" in        
"Retirement Cornerstone(R) Series E at a glance -- key features" earlier in     
this Prospectus.                                                                

ROLLOVER AND DIRECT TRANSFER CONTRIBUTIONS TO TRADITIONAL IRAS                  

Rollover contributions may be made to a traditional IRA from these "eligible    
retirement plans":                                                              

..   qualified plans;                                                           

..   governmental employer 457(b) plans;                                        

..   403(b) plans; and                                                          

..   other IRAs, including SEP, SIMPLE and SARSEP IRAs.                         

Direct transfer contributions may only be made directly from one traditional    
IRA to another.                                                                 

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

ROLLOVERS FROM "ELIGIBLE RETIREMENT PLANS" OTHER THAN TRADITIONAL IRAS          

Your plan administrator will tell you whether or not your distribution is       
eligible to be rolled over. Spousal beneficiaries and spousal alternate payees  
under qualified domestic relations orders may roll over funds on the same basis 
as the plan participant.                                                        

There are two ways to do rollovers:                                             

..   Direct rollover:                                                           

 You tell the trustee or custodian of the eligible retirement plan to send the
distribution directly to your traditional IRA issuer. Direct rollovers are  
not subject to mandatory federal income tax withholding. This is the only   
 type of rollover permitted to be made to a Retirement Cornerstone(R) Series E
IRA contract.                                                               

..   Do it yourself:                                                            

You actually receive a distribution that can be rolled over and you roll it 
over to a traditional IRA within 60 days after the date you receive the     
 funds. The distribution from your eligible retirement plan 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. Although in general  
60-day rollovers are permitted under the tax law, we will not accept any    
personal checks and require contributions to be made only through direct    
transfers from, or rollovers to be made directly from, another eligible     
contract issued by us.                                                      

All distributions from a qualified plan, 403(b) plan or governmental employer   
457(b) plan are eligible rollover distributions, unless the distributions are:  

..   "required minimum distributions" after age 70 1/2 or retirement from       
service with the employer; or                                           

..   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                                     

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

..   hardship withdrawals; or                                                   

..   corrective distributions that fit specified technical tax rules; or        

..   loans that are treated as distributions; or                                

..  death benefit payments to a beneficiary who is not your surviving spouse; or

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

You should discuss with your tax adviser whether you should consider rolling    
over funds from one type of tax qualified retirement plan to another because    
the funds will generally be subject to the rules of the recipient plan. For     
example, funds in a governmental employer 457(b) plan are not subject to the    
additional 10% federal income tax penalty for premature distributions, but they 
may become subject to this penalty if you roll the funds to a different type of 
eligible retirement plan such as a traditional IRA, and subsequently take a     
premature distribution.                                                         

Rollovers from an eligible retirement plan to a traditional IRA are not subject 
to the "one-per-year limit" noted later in this Section.                        

ROLLOVERS OF AFTER-TAX CONTRIBUTIONS FROM ELIGIBLE RETIREMENT PLANS OTHER THAN  
TRADITIONAL IRAS                                                                

Any non-Roth after-tax contributions you have made to a qualified plan or       
403(b) plan (but not a governmental employer 457(b) plan) may be rolled over to 
a traditional IRA (either in a direct rollover or a rollover you do yourself).  
When the recipient plan is a traditional IRA, you are responsible for           
recordkeeping and calculating the taxable amount of any distributions you take  
from that traditional IRA. See "Taxation of Payments" later in this section     
under "Withdrawals, payments and transfers of funds out of traditional IRAs."   
After-tax contributions in a traditional IRA cannot be rolled over from your    
traditional IRA into, or back into, a qualified plan, 403(b) plan or            
governmental employer 457(b) plan.                                              

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. We call this the "ONE-PER-YEAR LIMIT." It is the IRA 
owner's responsibility to determine if this rule is met. 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.                  

SPOUSAL ROLLOVERS AND DIVORCE-RELATED DIRECT TRANSFERS                          

The surviving spouse beneficiary of a deceased individual can roll over funds   
from, or directly transfer funds from, the deceased spouse's 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 TO TRADITIONAL IRAS                                        

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:                                                          

..   regular contributions of more than the maximum regular contribution amount 
for the applicable taxable year; or                                     

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

..   rollover contributions of amounts which are not eligible to be rolled over,
for example, minimum distributions required to be made after age 70 1/2 

You can avoid or limit the excise tax by withdrawing an excess contribution     
(rollover or regular). See IRS Publications 590-A and 590-B for further details.

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                                           

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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. Amounts distributed from 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.                                                                        

We report all payments from traditional IRA contracts on IRS Form 1099-R. You   
are responsible for reporting these amounts correctly on your individual income 
tax return and keeping supporting records. 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 (after-tax) 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. It is your responsibility to keep       
permanent tax records of all of your nondeductible contributions to traditional 
IRAs so that you can correctly report the taxable amount of any distribution on 
your own tax return. 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.              

A distribution from a traditional IRA is not taxable if:                        

..   the amount received is a withdrawal of certain excess contributions, as    
described in IRS Publications 590-A and 590-B; or                       

..   the entire amount received is rolled over to another traditional IRA or    
other eligible retirement plan which agrees to accept the funds. (See   
 "Rollovers from eligible retirement plans other than traditional IRAs" in
   "Traditional individual retirement annuities (traditional IRAs)" earlier in
this section for more information.)                                     

The following are eligible to receive rollovers of distributions from a         
traditional IRA: a qualified plan, a 403(b) plan or a governmental employer     
457(b) plan. After-tax contributions in a traditional IRA cannot be rolled from 
your traditional IRA into, or back into, a qualified plan, 403(b) plan or       
governmental employer 457(b) plan. Before you decide to roll over a             
distribution from a traditional IRA to another eligible retirement plan, you    
should check with the administrator of that plan about whether the plan accepts 
rollovers and, if so, the types it accepts. You should also check with the      
administrator of the receiving plan about any documents required to be          
completed before it will accept a rollover.                                     

Distributions from a traditional IRA are not eligible for favorable ten-year    
averaging and long-term capital gain treatment available under limited          
circumstances for certain distributions from qualified plans. If you might be   
eligible for such tax treatment from your qualified plan, you may be able to    
preserve such tax treatment even though an eligible rollover from a qualified   
plan is temporarily rolled into a "conduit IRA" before being rolled back into a 
qualified plan. See your tax adviser.                                           

IRA DISTRIBUTIONS DIRECTLY TRANSFERRED TO CHARITY. Specified distributions from 
IRAs directly transferred to charitable organizations have been tax-free to IRA 
owners age 70 1/2 or older in past years. This is a temporary provision and     
must be extended by Congress to be in effect for a particular year. In past     
years Congress has sometimes extended this provision retroactively. You can     
direct AXA Equitable to make a distribution directly to a charitable            
organization you request whether or not such distribution might be eligible for 
favorable tax treatment. If favorable tax treatment is important to you, you    
should check with your own tax advisor to see if this provision is in effect    
before you request a charitable direct transfer from your IRA.                  

ANNUITY PAYMENTS UNDER THE RMD WEALTH GUARD REFUND FEATURE                      

If you have the RMD Wealth Guard death benefit and your Protected Benefit       
account value falls to zero before you reach age 95 or before your death, we    
will issue you a supplementary contract with the same owner and beneficiary.    
You will receive periodic refund payments until we have returned the value of   
the RMD Wealth Guard death benefit base, less any RMD withdrawals previously    
taken from the Protected Benefit account before it fell to zero. See "RMD       
Wealth Guard Refund feature" in "Contract features and benefits" earlier in     
this Prospectus for additional information.                                     

The payments under the RMD Wealth Guard Refund feature will be treated as       
annuity payments. If you have no value remaining in the Investment account, the 
entire contract will be annuitized. If you have value remaining in the          
Investment account, the contract will be treated as partially annuitized.       

REQUIRED MINIMUM DISTRIBUTIONS                                                  

BACKGROUND ON REGULATIONS -- REQUIRED MINIMUM DISTRIBUTIONS. Distributions must 
be made from traditional IRAs according to rules contained in the Code and      
Treasury Regulations. Certain provisions of the Treasury Regulations require    
that the actuarial present value of additional annuity contract benefits must   
be added to the dollar amount credited for purposes of calculating certain      
types of required minimum distributions from individual retirement annuity      
contracts. For this purpose additional annuity contract benefits may include,   
but are not limited to, Guaranteed benefits. This could increase the amount     
required to be distributed from the contracts if you take annual withdrawals    
instead of annuitizing. Please consult your tax adviser concerning              
applicability of these complex rules to your situation.                         

LIFETIME REQUIRED MINIMUM DISTRIBUTIONS. You must start taking annual           
distributions from your traditional IRAs for the year in which you turn age     
70 1/2.                                                                         

WHEN YOU HAVE TO TAKE THE FIRST LIFETIME 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 1st - April 1st). Distributions must start no later than your          
"Required Beginning                                                             

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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 number corresponding to your age from an IRS table. This gives you the        
required minimum distribution amount for that particular IRA for that year. If  
your spouse is your sole beneficiary and more than 10 years younger than you,   
the dividing number you use may be from another IRS table and may produce a     
smaller lifetime required minimum distribution amount. Regardless of the table  
used, the required minimum distribution amount will vary each year as the       
account value, the actuarial present value of additional annuity contract       
benefits, if applicable, and the divisor change.                                

If you initially choose an account-based method, you may later apply your       
traditional IRA funds to a life annuity-based payout with any certain period    
not exceeding remaining life expectancy, determined in accordance with IRS      
tables.                                                                         

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, determined in 
accordance with IRS tables.                                                     

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 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? We will only pay you automatically if you affirmatively  
select an annuity payout option or an account-based withdrawal option such as   
our "automatic required minimum distribution (RMD) service." Even if you do not 
enroll in our service, we will calculate the amount of the required minimum     
distribution withdrawal for you, if you so request in writing. However, in that 
case you will be responsible for asking us to pay the required minimum          
distribution withdrawal to you.                                                 

Also, if you are taking account-based withdrawals from all of your traditional  
IRAs, the IRS will let you calculate the required minimum distribution for each 
traditional IRA that you maintain. 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 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.      

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 you are within the age group which must   
take lifetime required minimum distributions. 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? These could  
vary depending on whether you die before or after your Required Beginning Date  
for lifetime required minimum distribution payments, and the status of your     
beneficiary. The following assumes that you have not yet elected an             
annuity-based payout at the time of your death. If you elect an annuity-based   
payout, payments (if any) after your death must be made at least as rapidly as  
when you were alive.                                                            

INDIVIDUAL BENEFICIARY. Regardless of whether your death occurs before or after 
your Required Beginning Date, an individual death beneficiary calculates annual 
post-death required minimum distribution payments based on the beneficiary's    
life expectancy using the "term certain method." That is, he or she determines  
his or her life expectancy using the IRS-provided life expectancy tables as of  
the calendar year after the owner's death and reduces that number by one each   
subsequent year.                                                                

If you die before your Required Beginning Date, the rules permit any individual 
beneficiary, including a spousal beneficiary, to elect instead to apply the     
"5-year rule." Under this rule, instead of annual payments having to be made    
beginning with the first in the year following the owner's death, the entire    
account must be distributed by the end of the calendar year which contains the  
fifth anniversary of the owner's death. No distribution is required before that 
fifth year.                                                                     

SPOUSAL BENEFICIARY. If you die after your Required Beginning Date, and your    
death beneficiary is your surviving spouse, your spouse has a number of         
choices. Post-death distributions may be made over your spouse's single life    
expectancy. Any amounts distributed after that surviving spouse's death are     
made over the spouse's life expectancy calculated in the year of his/her death, 
reduced by one for each subsequent year. 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, or roll over amounts from     
your traditional IRA into his/her own traditional IRA or other eligible         
retirement plan.                                                                

If you die before your Required Beginning Date, and the death beneficiary is    
your surviving spouse, the rules permit the spouse to delay starting payments   
over his/her life expectancy until the year in which you would have attained    
age 70 1/2.                                                                     

NON-INDIVIDUAL BENEFICIARY. If you die after your Required Beginning Date, and  
your death beneficiary is a non-individual, such as the estate, the rules       
permit the beneficiary to calculate post-death required minimum distribution    
amounts based on the owner's life expectancy in                                 

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the year of death. HOWEVER, NOTE THAT WE NEED AN INDIVIDUAL ANNUITANT TO KEEP   
AN ANNUITY CONTRACT IN FORCE. IF THE BENEFICIARY IS NOT AN INDIVIDUAL, WE MUST  
DISTRIBUTE AMOUNTS REMAINING IN THE ANNUITY CONTRACT AFTER THE DEATH OF THE     
ANNUITANT.                                                                      

If you die before your Required Beginning Date for lifetime required minimum    
distribution payments, and the death beneficiary is a non-individual, such as   
the estate, the rules continue to apply the 5-year rule discussed earlier under 
"Individual beneficiary". PLEASE NOTE THAT WE NEED AN INDIVIDUAL ANNUITANT TO   
KEEP AN ANNUITY CONTRACT IN FORCE. IF THE BENEFICIARY IS NOT AN INDIVIDUAL, WE  
MUST DISTRIBUTE AMOUNTS REMAINING IN THE ANNUITY CONTRACT AFTER THE DEATH OF    
THE ANNUITANT.                                                                  

SPOUSAL CONTINUATION                                                            

If the contract is continued under Spousal continuation, the required minimum   
distribution rules are applied as if your surviving spouse is the contract      
owner.                                                                          

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% may 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. Some of  
the available exceptions to the pre-age 59 1/2 penalty tax include              
distributions:                                                                  

..   made on or after your death; or                                            

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

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

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

..   used to pay certain first-time home buyer expenses (special federal income 
 tax definition; $10,000 lifetime total limit for these distributions from
all your traditional and Roth IRAs); or                                 

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

..   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 expectancies) using an IRS-approved
distribution method.                                                    

Please note that it is your responsibility to claim the penalty exception on    
your own income tax return and to document eligibility for the exception to the 
IRS.                                                                            

To meet the substantially equal periodic payments exception, you could elect    
the substantially equal withdrawals option. See "Substantially equal            
withdrawals" under "Accessing your money" earlier in this Prospectus. We will   
calculate the substantially equal payments, using your choice of IRS-approved   
methods we offer. Although substantially equal withdrawals are not subject to   
the 10% penalty tax, they are taxable as discussed in "Withdrawals, payments    
and transfers of funds out of traditional IRAs" earlier in this section. Once   
substantially equal withdrawals 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, or any additional           
contributions or transfers you make to, your contract as changing your pattern  
of substantially equal withdrawals for purposes of determining whether the      
penalty applies.                                                                

Making additional contributions to the contract is treated as changing the      
pattern of withdrawals. It does not matter whether the additional contributions 
are made by direct transfer or rollover; nor does it matter if they are made to 
the Investment account or the Protected Benefit account. Because the penalty    
exception method does not permit additional contributions or payment changes to 
restore any benefit base under the contract, you and your tax adviser should    
consider carefully whether you should elect the Substantially equal withdrawals 
option or any other method of penalty exception withdrawals if you have         
allocated, or intend to allocate, amounts to the Protected Benefit account      
value after starting Substantially equal withdrawals.                           

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 individual          
retirement annuities (traditional IRAs)."                                       

The Retirement Cornerstone(R) Series E Roth IRA contract is designed to qualify 
as a Roth individual retirement annuity under Sections 408A(b) and 408(b) of    
the Internal Revenue Code.                                                      

CONTRIBUTIONS TO ROTH IRAS. Individuals may make four different types of        
contributions to a Roth IRA:                                                    

..   regular after-tax contributions out of earnings; or                        

..   taxable rollover contributions from traditional IRAs or other eligible     
retirement plans ("conversion rollover" contributions); or              

..   tax-free rollover contributions from other Roth individual retirement      
  arrangements or designated Roth accounts under defined contribution plans;
or                                                                      

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

All contributions to a Retirement Cornerstone(R) Series E Roth IRA contract     
must be a direct transfer or rollover contribution. We do not accept regular    
contributions out of earnings.                                                  

See "Exchange Program" in "Retirement Cornerstone(R) Series E at a glance --    
key features" earlier in this Prospectus.                                       

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ROLLOVERS AND DIRECT TRANSFER CONTRIBUTIONS TO ROTH IRAS                        

WHAT IS THE DIFFERENCE BETWEEN ROLLOVER AND DIRECT TRANSFER TRANSACTIONS? 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 the recipient Roth IRA custodian, trustee or issuer. You can make direct     
transfer transactions only between identical plan types (for example, Roth IRA  
to Roth IRA).                                                                   

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

..   another Roth IRA;                                                          

..   a traditional IRA, including a SEP-IRA or SIMPLE IRA (after a two-year     
 rollover limitation period for SIMPLE IRA funds), in a taxable conversion
rollover ("conversion rollover");                                       

..   a "designated Roth contribution account" under a 401(k) plan, a 403(b) plan
or a governmental employer Section 457(b) plan (direct or 60-day); or   

..   from non-Roth accounts under another eligible retirement plan, as described
below under "Conversion rollover contributions to Roth IRAs."           

You may make direct transfer contributions to a Roth IRA only from another 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 IRA rollover transactions (Roth IRAs or   
otherwise) only once in any 12-month period for the same funds. We call this    
the "one-per-year limit." It is the Roth IRA owner's responsibility to          
determine if this rule is met. 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. Although in general 60-day rollovers are permitted under    
the tax law, we will not accept any personal checks and require contributions   
to be made only through direct transfers from, or rollovers to be made directly 
from, another eligible contract issued by us.                                   

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 ROLLOVER CONTRIBUTIONS TO ROTH IRAS                                  

In a conversion rollover transaction, you withdraw (or are considered to have   
withdrawn) 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. Amounts can also be rolled over from non-Roth         
accounts under another eligible retirement plan, including a Code               
Section 401(a) qualified plan, a 403(b) plan, and a governmental employer       
Section 457(b) plan.                                                            

Unlike a rollover from a traditional IRA to another traditional IRA, a          
conversion rollover transaction from a traditional IRA or other eligible        
retirement plan to a Roth IRA is not tax-free. Instead, the distribution from   
the traditional IRA or other eligible retirement plan is generally fully        
taxable. If you are converting a traditional IRA, and 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. Even if you are under age 59 1/2, the early           
distribution penalty tax does not apply to conversion rollover contributions to 
a Roth IRA. Conversion rollover contributions to Roth IRAs are not subject to   
the "one-per-year limit" noted earlier in this section.                         

You cannot make conversion contributions to a Roth IRA to the extent that the   
funds in your traditional IRA or other eligible retirement plan are subject to  
the lifetime annual required minimum distribution rules.                        

You cannot convert and reconvert an amount during the same taxable year, or if  
later, during the 30-day period following a recharacterization. If you          
reconvert during either of these periods, it will be a failed Roth IRA          
conversion.                                                                     

The IRS and Treasury have issued Treasury Regulations addressing the valuation  
of annuity contracts funding traditional IRAs in the conversion to Roth IRAs.   
Although these Regulations are not clear, they could require an individual's    
gross income on the conversion of a traditional IRA to a Roth IRA to be         
measured using various actuarial methods and not as if the annuity contract     
funding the traditional IRA had been surrendered at the time of conversion.     
This could increase the amount of income reported in certain circumstances.     

RECHARACTERIZATIONS                                                             

You may be able to treat a contribution made to one type of IRA as having been  
made to a different type of IRA. This is called recharacterizing the            
contribution.                                                                   

For recharacterization purposes, a distribution from a traditional IRA that is  
received in one tax year and rolled over into a Roth IRA in the next year, but  
still within 60 days of the distribution from the traditional IRA, is treated   
as a contribution to the Roth IRA in the year of the distribution from the      
traditional IRA.                                                                

Roth IRA conversion contributions from a SEP-IRA or SIMPLE IRA can be           
recharacterized to a SEP-IRA or SIMPLE IRA (including the original SEP-IRA or   
SIMPLE IRA). You cannot recharacterize back to the original plan a contribution 
directly rolled over from an eligible retirement plan which is not a            
traditional IRA.                                                                

The recharacterization of a contribution is not treated as a rollover for       
purposes of the 12-month limitation period described above. This rule applies   
even if the contribution would have been treated as a rollover contribution by  
the second IRA if it had been made directly to the second IRA rather than as a  
result of a recharacterization of a contribution to the first IRA.              

To recharacterize a contribution, you must use our forms.                       

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.                                                  

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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.                                                                  

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 special favorable ten-year averaging and long-term capital gain treatment    
available in limited cases to certain distributions from qualified plans.       

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

..   rollovers from a Roth IRA to another Roth IRA;                             

..   direct transfers from a Roth IRA to another Roth IRA;                      

..   qualified distributions from a Roth IRA; and                               

..   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:                                                           

..   you are age 59 1/2 or older; or                                            

..   you die; or                                                                

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

..   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).                         

NONQUALIFIED DISTRIBUTIONS FROM ROTH IRAS. Nonqualified distributions from Roth 
IRAs are distributions that do not meet both the qualifying event and five-year 
aging period tests described above. If you receive such a distribution, part of 
it may be taxable. For purposes of determining the correct tax treatment of     
distributions (other than the withdrawal of excess contributions and the        
earnings on them), there is a set order in which contributions (including       
conversion contributions) and earnings are considered to be distributed from    
your Roth IRA. The order of distributions is as follows:                        

(1)Regular contributions.                                                       

(2)Conversion contributions, on a first-in-first-out basis (generally, total    
conversions from the earliest year first). These conversion contributions 
are taken into account as follows:                                        

(a)Taxable portion (the amount required to be included in gross income    
because of conversion) first, and then the                          

(b)Nontaxable portion.                                                    

(3)Earnings on contributions.                                                   

Rollover contributions from other Roth IRAs are disregarded for this purpose.   

To determine the taxable amount distributed, distributions and contributions    
are aggregated or grouped, then added together as follows:                      

(1)All distributions made during the year from all Roth IRAs you maintain --    
with any custodian or issuer -- are added together.                       

(2)All regular contributions made during and for the year (contributions made   
after the close of the year, but before the due date of your return) are  
added together. This total is added to the total undistributed regular    
contributions made in prior years.                                        

(3)All conversion contributions made during the year are added together.        

Any recharacterized contributions that end up in a Roth IRA are added to the    
appropriate contribution group for the year that the original contribution      
would have been taken into account if it had been made directly to the Roth IRA.

Any recharacterized contribution that ends up in an IRA other than a Roth IRA   
is disregarded for the purpose of grouping both contributions and               
distributions. Any amount withdrawn to correct an excess contribution           
(including the earnings withdrawn) is also disregarded for this purpose.        

REQUIRED MINIMUM DISTRIBUTIONS DURING LIFE                                      

Lifetime required minimum distributions do not apply.                           

REQUIRED MINIMUM DISTRIBUTIONS AT DEATH                                         

Same as traditional IRA under "What are the required minimum distribution       
payments after you die?", assuming death before the Required Beginning Date.    

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 TO ROTH IRAS                                               

Generally the same as traditional IRA, except that regular contributions made   
after age 70 1/2 are not excess contributions.                                  

Excess rollover contributions to Roth IRAs are contributions not eligible to be 
rolled over.                                                                    

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.                                                        

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FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING              

We must withhold federal income tax from distributions from annuity contracts   
and specified tax-favored savings or retirement plans or arrangements. 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:                               

..   We might have to withhold and/or report on amounts we pay under a free look
or cancellation.                                                        

..   We are required to withhold on the gross amount of a distribution from a   
Roth IRA to the extent it is reasonable for us to believe that a        
distribution is includable in your gross income. This may result in tax 
being withheld even though the Roth IRA distribution is ultimately not  
taxable.                                                                

Special withholding rules apply to United States citizens residing outside of   
the United States, foreign recipients, and certain U. S. entity recipients      
which are treated as foreign because they fail to document their U.S. status    
before payment is made. We do not discuss these rules here in detail. However,  
we may require additional documentation in the case of payments made to United  
States persons living abroad and non-United States persons (including U.S.      
entities treated as foreign) prior to processing any requested transaction.     

Certain states have indicated that state income tax withholding will also apply 
to payments from the contracts made to residents. Generally, an election out of 
federal withholding will also be considered an election out of state            
withholding. In some states, you may elect out of state withholding, even if    
federal withholding applies. In some states, the income tax withholding is      
completely independent of federal income tax 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                     

Federal tax rules require payers to withhold differently on "periodic" and      
"non-periodic" payments. Payers are to withhold from periodic annuity payments  
as if the payments were wages. The annuity contract owner is to specify marital 
status and the number of withholding exemptions claimed on an IRS Form W-4P or  
similar substitute election form. If the owner does not claim a different       
number of withholding exemptions or marital status, the payer is to withhold    
assuming that the owner is married and claiming three withholding exemptions.   
If the owner does not provide the owner's correct Taxpayer Identification       
Number a payer is to withhold from periodic annuity payments as if the owner    
were single with no exemptions.                                                 

A contract owner's withholding election remains effective unless and until the  
owner revokes it. The contract owner may revoke or change a withholding         
election at any time.                                                           

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

Non-periodic distributions include partial withdrawals, total surrenders and    
death benefits. Payers generally withhold federal income tax at a flat 10% rate 
from (i) the taxable amount in the case of nonqualified contracts, and (ii) the 
payment amount in the case of traditional IRAs and Roth IRAs, where it is       
reasonable to assume an amount is includable in gross income.                   

As described below, there is no election out of federal income tax withholding  
if the payment is an eligible rollover distribution from a qualified plan. If a 
non-periodic distribution from a qualified plan is not an eligible rollover     
distribution then election out is permitted. If there is no election out, the   
10% withholding rate applies.                                                   

SPECIAL RULES FOR CONTRACTS FUNDING QUALIFIED PLANS                             

The plan administrator is responsible for making all required notifications on  
tax matters to plan participants and to the IRS. See Appendix II at the end of  
this Prospectus.                                                                

MANDATORY WITHHOLDING FROM QUALIFIED PLAN DISTRIBUTIONS                         

Unless the distribution is directly rolled over to another eligible retirement  
plan, eligible rollover distributions from qualified plans are subject to       
mandatory 20% withholding. The plan administrator is responsible for            
withholding from qualified plan distributions and communicating to the          
recipient whether the distribution is an eligible rollover distribution.        

IMPACT OF TAXES TO AXA EQUITABLE                                                

The contracts provide that we may charge Separate Account No. 70 for taxes. We  
do not now, but may in the future set up reserves for such taxes.               

We are entitled to certain tax benefits related to the investment of company    
assets, including assets of the separate account. These tax benefits, which may 
include the foreign tax credit and the corporate dividends received deduction,  
are not passed back to you, since we are the owner of the assets from which tax 
benefits may be derived.                                                        

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8. More information                                                             

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ABOUT SEPARATE ACCOUNT NO. 70                                                   

Each variable investment option is a subaccount of Separate Account No. 70. We  
established Separate Account No. 70 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. 70 and may withdraw any amounts that exceed our  
reserves and other liabilities with respect to variable investment options      
under our contracts. For example, we may withdraw amounts from Separate Account 
No. 70 that represent our investments in Separate Account No. 70 or that        
represent fees and charges under the contracts that we have earned. Also, we    
may, at our sole discretion, invest Separate Account No. 70 assets in any       
investment permitted by applicable law. The results of Separate Account         
No. 70's operations are accounted for without regard to AXA Equitable's other   
operations. The amount of some of our obligations under the contracts is based  
on the assets in Separate Account No. 70. However, the obligations themselves   
are obligations of AXA Equitable.                                               

Separate Account No. 70 is registered under the Investment Company Act of 1940  
and is registered and classified under that act as a "unit investment trust."   
The SEC, however, does not manage or supervise AXA Equitable or Separate        
Account No. 70. Although Separate Account No. 70 is registered, the SEC does    
not monitor the activity of Separate Account No. 70 on a daily basis. AXA       
Equitable is not required to register, and is not registered, as an investment  
company under the Investment Company Act of 1940.                               

Each subaccount (variable investment option) within Separate Account No. 70     
invests solely in the applicable class of shares issued by the corresponding    
Portfolio of the applicable 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. 70, 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. 70 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. 70 or
a variable investment option directly);                                   

(5)to deregister Separate Account No. 70 under the Investment Company Act of    
1940;                                                                     

(6)to restrict or eliminate any voting rights as to Separate Account No. 70;    

(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;         

(8)to limit or terminate contributions or transfers into any of the variable    
investment options; and                                                   

(9)to limit the number of variable investment options you may select.           

If the exercise of these rights results in a material change in the underlying  
investment of Separate Account No. 70, you will be notified of such exercise,   
as required by law.                                                             

ABOUT THE TRUSTS                                                                

The Trusts are registered under the Investment Company Act of 1940. They are    
classified as "open-end management investment companies," more commonly called  
mutual funds. Each Trust issues different shares relating to each Portfolio.    

The Trusts do not impose sales charges or "loads" for buying and selling their  
shares. All dividends and other distributions on the Trusts' shares are         
reinvested in full. The Board of Trustees of each Trust serves for the benefit  
of each Trust's shareholders. The Board of Trustees may take many actions       
regarding the Portfolios (for example, the Board of Trustees can establish      
additional Portfolios or eliminate existing Portfolios; change Portfolio        
investment objectives; and change Portfolio investment policies and             
strategies). In accordance with applicable law, certain of these changes may be 
implemented without a shareholder vote and, in certain instances, without       
advanced notice. More detailed information about certain actions subject to     
notice and shareholder vote for each Trust, and other information about the     
Portfolios, including portfolio investment objectives, policies, restrictions,  
risks, expenses, its Rule 12b-1 plan and other aspects of its operations,       
appears in the prospectuses for each Trust, which generally accompany this      
prospectus, or in their respective SAIs, which are available upon request.      

ABOUT THE GENERAL ACCOUNT                                                       

This contract is offered to customers through various financial institutions,   
brokerage firms and their affiliate insurance agencies. No financial            
institution, brokerage firm or insurance agency has any liability with respect  
to a contract's account value or any Guaranteed benefits with which the         
contract was issued. AXA Equitable is solely responsible to the contract owner  
for the contract's account value and such Guaranteed benefits. The general      
obligations and any Guaranteed benefits under the contract are supported by AXA 
Equitable's general account and are subject to AXA Equitable's claims paying    
ability. An owner should look to the financial strength of AXA Equitable for    
its claims paying ability. Assets in the general account are not segregated for 
the exclusive benefit of any particular contract or obligation. General account 
assets are also available to the insurer's general creditors and the conduct of 
its routine business activities, such as the payment of salaries, rent and      
other ordinary business expenses. For more information about AXA Equitable's    
financial strength, you may review its financial statements and/or check its    
current rating with one or more of the independent sources that rate insurance  
companies for their financial strength and stability. Such ratings              

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are subject to change and have no bearing on the performance of the variable    
investment options. You may also speak with your financial representative.      

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. Interests under    
the contracts in the general account have not been registered and are not       
required to be registered under the Securities Act of 1933 because of           
exemptions and exclusionary provisions that apply. The general account is not   
required to register as an investment company under the Investment Company Act  
of 1940 and it is not registered as an investment company under the Investment  
Company Act of 1940. The contract is a "covered security" under the federal     
securities laws.                                                                

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.                                                           

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 generally any day the New York Stock Exchange ("NYSE") is 
open for regular trading and generally ends at 4:00 p.m. Eastern Time (or as of 
an earlier close of regular trading). A business day does not include a day on  
which we are not open due to emergency conditions determined by the Securities  
and Exchange Commission. We may also close early due to such emergency          
conditions. Contributions will be applied and any other transaction requests    
will be processed when they are received along with all the required            
information unless another date applies as indicated below.                     

..   If your contribution, transfer or any other transaction request containing 
all the required information reaches us on any of the following, we will
use the next business day:                                              

-- on a non-business day;                                                 

-- after 4:00 p.m. Eastern Time on a business day; or                     

-- after an early close of regular trading on the NYSE on a business day. 

..   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.            

..   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.   

..   If we have entered into an agreement with your broker-dealer for automated 
processing of contributions and/or transfers upon receipt of customer   
   order, your contribution and/or transfer will be considered received at the
  time your broker-dealer receives your contribution and/or transfer and all
information needed to process your application, along with any required 
documents. Your broker-dealer will then transmit your order to us in    
accordance with our processing procedures. However, in such cases, your 
broker-dealer is considered a processing office for the purpose of      
  receiving the contribution and/or transfer. Such arrangements may apply to
  initial contributions, subsequent contributions, and/or transfers, and may
   be commenced or terminated at any time without prior notice. If required by
law, the "closing time" for such orders will be earlier than 4:00 p.m., 
Eastern Time.                                                           

CONTRIBUTIONS AND TRANSFERS                                                     

..   Contributions allocated to the variable investment options are invested at 
the unit value next determined after the receipt of the contribution.   

..   Contributions allocated to the guaranteed interest option will receive the 
    crediting rate in effect on that business day for the specified time period.

..   Initial contributions allocated to the account for special dollar cost     
averaging receive the interest rate in effect on that business day. At  
certain times, we may offer the opportunity to lock in the interest rate
   for an initial contribution to be received under Section 1035 exchanges and
trustee to trustee transfers. Your financial professional can provide   
information or you can call our processing office.                      

..   Transfers to or from variable investment options will be made at the unit  
value next determined after the receipt of the transfer request.        

..   Transfers to the guaranteed interest option will receive the crediting rate
in effect on that business day for the specified time period.           

..   For the interest sweep option, the first monthly transfer will occur on the
last business day of the month following the month that we receive your 
election form at our processing office.                                 

ABOUT YOUR VOTING RIGHTS                                                        

As the owner of the shares of the Trusts, we have the right to vote on certain  
matters involving the Portfolios, such as:                                      

..   the election of trustees; or                                               

..   the formal approval of independent public accounting firms selected for    
each Trust; or                                                          

..   any other matters described in the prospectus for each 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                                                                

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directly because of amounts we have in a Portfolio in the same proportions that 
contract owners vote. One effect of proportional voting is that a small number  
of contract owners may determine the outcome of a vote.                         

The Trusts sell their shares to AXA Equitable separate accounts in connection   
with AXA Equitable's variable annuity and/or variable life insurance products,  
and to separate accounts of insurance companies, both affiliated and            
unaffiliated with AXA Equitable. AXA Premier VIP Trust and EQ Advisors Trust    
also sell their shares to the trustee of a qualified plan for AXA Equitable. We 
currently do not foresee any disadvantages to our contract owners arising out   
of these arrangements. However, the Board of Trustees or Directors of each      
Trust intends to monitor events 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 Board's response insufficiently protects our  
contract owners, we will see to it that appropriate action is taken to do so.   

SEPARATE ACCOUNT NO. 70 VOTING RIGHTS                                           

If actions relating to the Separate Account 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.                                                                    

CYBERSECURITY                                                                   

Our variable product business is highly dependent upon the effective operation  
of our computer systems and those of our business partners, so our business is  
potentially susceptible to operational and information security risks resulting 
from a cyber-attack. These risks include, among other things, the theft,        
misuse, corruption and destruction of data maintained online or digitally,      
denial of service attacks on websites and other operational disruption and      
unauthorized release of confidential customer information. Cyber-attacks        
affecting us, any third party administrator, the underlying funds,              
intermediaries and other affiliated or third-party service providers may        
adversely affect us and your Contract Value. For instance, cyber-attacks may    
interfere with our processing of contract transactions, including the           
processing of orders from our website or with the underlying funds, impact our  
ability to calculate account unit values, cause the release and possible        
destruction of confidential customer or business information, impede order      
processing, subject us and/or our service providers and intermediaries to       
regulatory fines and financial losses and/or cause reputational damage. Cyber   
security risks may also impact the issuers of securities in which the           
underlying funds invest, which may cause the funds underlying your Contract to  
lose value. There can be no assurance that we or the underlying funds or our    
service providers will avoid losses affecting your Contract due to              
cyber-attacks or information security breaches in the future.                   

MISSTATEMENT OF AGE                                                             

If the age of any person upon whose life or age a benefit provided under a      
Guaranteed benefit has been misstated, any such benefit will be that which      
would have been purchased on the basis of the correct age. If that person would 
not have been eligible for that Guaranteed benefit at the correct age, (i) the  
benefit will be rescinded; (ii) any charges that were deducted for the benefit  
will be refunded and applied to the Total account value of the contract, and    
(iii) only the death benefit provided by amounts allocated to the Investment    
account will apply.                                                             

STATUTORY COMPLIANCE                                                            

We have the right to change your contract without the consent of any other      
person in order to comply with any laws and regulations that apply, including   
but not limited to changes in the Internal Revenue Code, in Treasury            
Regulations or in published rulings of the Internal Revenue Service and in      
Department of Labor regulations.                                                

Any change in your contract must be in writing and made by an authorized        
officer of AXA Equitable. We will provide notice of any contract change.        

The benefits under your contract will not be less than the minimum benefits     
required by any state law that applies.                                         

ABOUT LEGAL PROCEEDINGS                                                         

AXA Equitable and its affiliates are parties to various legal proceedings. In   
our view, none of these proceedings would be considered material with respect   
to a contract owner's interest in Separate Account No. 70, nor would any of     
these proceedings be likely to have a material adverse effect upon the Separate 
Account, our ability to meet our obligations under the contracts, or the        
distribution of the contracts.                                                  

FINANCIAL STATEMENTS                                                            

The financial statements of Separate Account No. 70, as well as the             
consolidated financial statements of AXA Equitable, are in the SAI. The         
financial statements of AXA Equitable have relevance to the contracts only to   
the extent that they bear upon the ability of AXA Equitable to meet its         
obligations under the contracts. The SAI is available free of charge. You may   
request one by writing to our processing office or calling 1-800-789-7771.      

TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS AND BORROWING             

You can transfer ownership of an NQ contract at any time before annuity         
payments begin. We will continue to treat you as the owner until we receive     
notification of any change at our processing office.                            

We may refuse to process a change of ownership of an NQ contract to an entity   
without appropriate documentation of status on IRS Form W-9 (or, if IRS Form    
W-9 cannot be provided because the entity is not a U.S. entity, on the          
appropriate type of Form W-8).                                                  

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Following a change of ownership, the existing beneficiary designations will     
remain in effect until the new owner provides new designations.                 

Any Guaranteed benefit in effect will generally terminate if you change         
ownership of the contract. A Guaranteed benefit will not terminate if the       
ownership of the contract is transferred from a non-natural owner to an         
individual but the contract will continue to be based on the annuitant's life.  
It will also not terminate if you transfer your individually-owned contract to  
a trust held for your (or your and your immediate family's) benefit; it will    
continue to be based on your life. If you were not the annuitant under the      
individually-owned contract, you will become the annuitant when ownership is    
changed. Please speak with your financial professional for further information. 

For a state-by-state description of all material variations of this contract,   
including information regarding the termination of benefits under your          
contract, see Appendix V later in this Prospectus.                              

In general, you cannot assign or transfer ownership of an IRA or QP contract    
except by surrender to us. If your individual retirement annuity contract is    
held in your custodial individual retirement account, you may only assign or    
transfer ownership of such an IRA contract to yourself. Loans are not available 
and you cannot assign IRA and QP contracts as security for a loan or other      
obligation.                                                                     

For limited transfers of ownership after the owner's death see "Beneficiary     
continuation option" in "Payment of death benefit" earlier in this Prospectus.  
You may direct the transfer of the values under your IRA or QP contract to      
another similar arrangement under federal income tax rules.                     

Loans are not available under your NQ contract.                                 

In certain circumstances, you may collaterally assign all or a portion of the   
value of your NQ contract as security for a loan with a third party lender. The 
terms of the assignment are subject to our approval. The amount of the          
assignment may never exceed your Total account value on the day prior to the    
date we receive all necessary paperwork to effect the assignment. Only one      
assignment per contract is permitted. You must indicate that you have not       
purchased, and will not purchase, any other AXA Equitable (or affiliate's) NQ   
deferred annuity contract in the same calendar year that you purchase the       
contract.                                                                       

A collateral assignment does not terminate your benefits under the contract.    
However, a collateral assignment will terminate your optional benefits. All     
withdrawals, distributions and benefit payments, as well as the exercise of any 
benefits, are subject to the assignee's prior approval and payment directions.  
We will follow such directions until AXA Equitable receives written             
notification satisfactory to us that the assignment has been terminated. If the 
owner or beneficiary fails to provide timely notification of the termination,   
it is possible that we could pay the assignee more than the amount of the       
assignment, or continue paying the assignee pursuant to existing directions     
after the collateral assignment has in fact been terminated. Our payment of any 
death benefit to the beneficiary will also be subject to the terms of the       
assignment until we receive written notification satisfactory to us that the    
assignment has been terminated.                                                 

In some cases, an assignment or change of ownership may have adverse tax        
consequences. See "Tax information" earlier in this Prospectus.                 

ABOUT CUSTODIAL IRAS                                                            

For certain custodial IRA accounts, after your contract has been issued, we may 
accept transfer instructions by telephone, mail, facsimile or electronically    
from a broker-dealer, provided that we or your broker-dealer have your written  
authorization to do so on file. Accordingly, AXA Equitable will rely on the     
stated identity of the person placing instructions as authorized to do so on    
your behalf. AXA Equitable will not be liable for any claim, loss, liability or 
expenses that may arise out of such instructions. AXA Equitable will continue   
to rely on this authorization until it receives your written notification at    
its processing office that you have withdrawn this authorization. AXA Equitable 
may change or terminate telephone or electronic or overnight mail transfer      
procedures at any time without prior written notice and restrict facsimile,     
internet, telephone and other electronic transfer services because of           
disruptive transfer activity.                                                   

HOW DIVORCE MAY AFFECT YOUR GUARANTEED BENEFITS                                 

Our optional benefits do not provide a cash value or any minimum account value. 
In the event that you and your spouse become divorced after you purchase a      
contract with a Guaranteed benefit, we will not divide the benefit base(s) used 
to calculate the benefits as part of the divorce settlement or judgment. As a   
result of the divorce, we may be required to withdraw amounts from the          
Protected Benefit account to be paid to an ex-spouse. Any such withdrawal will  
be considered a withdrawal from the contract even if the withdrawal is made to  
fund an AXA Equitable contract owned by your ex-spouse. This means that your    
Guaranteed benefit will be reduced.                                             

DISTRIBUTION OF THE CONTRACTS                                                   

The contracts are distributed by AXA Advisors and it also serves as principal   
underwriter of Separate Account No. 70. The offering of the contracts is        
intended to be continuous.                                                      

AXA Advisors is an affiliate of AXA Equitable. AXA Advisors is under the common 
control of AXA Financial, Inc. It's principal business address is 1290 Avenue   
of the Americas, New York, NY 10104. AXA Advisors is registered with the SEC as 
a broker-dealer and is a member of the Financial Industry Regulatory Authority, 
Inc. ("FINRA") and it acts as a distributor for other AXA Equitable life and    
annuity products.                                                               

The contracts are sold by financial professionals of AXA Advisors and its       
affiliates. AXA Equitable pays compensation to AXA Advisors based on contracts  
sold. AXA Equitable may also make additional payments to AXA Advisors. All      
payments will be in compliance with all applicable FINRA rules and other laws   
and regulations.                                                                

Although AXA Equitable takes into account all of its distribution and other     
costs in establishing the level of fees and charges under its contracts, none   
of the compensation paid to AXA Advisors discussed in this section of the       
Prospectus is imposed as separate fees or charges under your contract. AXA      
Equitable, however, intends to recoup amounts it pays for distribution and      
other services through the fees and charges of the contracts and payments it    
receives for providing administrative, distribution and other services to the   
Portfolios. For information about the fees and charges under the contract, see  
"Fee table" and "Charges and expenses" earlier in this Prospectus.              

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COMPENSATION. AXA Equitable pays compensation to AXA Advisors based on          
contributions made on the contracts sold through AXA Advisors                   
(''contribution-based compensation''). The contribution-based compensation will 
generally not exceed ongoing annual compensation of up to 1.20% of the Total    
account value of the contract sold (''asset-based compensation''). Total        
compensation paid to a financial professional electing to receive both          
contribution-based and asset-based compensation could over time exceed the      
total compensation that would otherwise be paid on the basis of contributions   
alone. The compensation paid by AXA Advisors varies among financial             
professionals. Therefore, you should contact your financial professional for    
information about the compensation he or she receives and any related           
incentives, as described immediately below.                                     

AXA Advisors also pays a portion of the compensation it receives to its         
managerial personnel. AXA Advisors also pays its financial professionals and    
managerial personnel other types of compensation including service fees,        
expense allowance payments and health and retirement benefits. AXA Advisors     
also pays its financial professionals, managerial personnel and persistency     
bonuses. AXA Advisors may offer sales incentive programs to financial           
professionals who meet specified production levels for the sales of both AXA    
Equitable contracts and contracts offered by other companies. These incentives  
provide non-cash compensation such as stock options awards and/or stock         
appreciation rights, expense-paid trips, expense-paid education seminars and    
merchandise.                                                                    

AXA Advisors may receive compensation, and, in turn, pay its financial          
professionals a portion of such fee, from third party investment advisors to    
whom its financial professionals refer customers for professional management of 
the assets within their contract.                                               

DIFFERENTIAL COMPENSATION. In an effort to promote the sale of AXA Equitable    
products, AXA Advisors may pay its financial professionals and managerial       
personnel a greater percentage of contribution-based compensation and/or        
asset-based compensation for the sale of an AXA Equitable contract than it pays 
for the sale of a contract or other financial product issued by a company other 
than AXA Equitable. AXA Advisors may pay higher compensation on certain         
products in a class than others based on a group or sponsored arrangement, or   
between older and newer versions or series of the same contract. This practice  
is known as providing "differential compensation." Differential compensation    
may involve other forms of compensation to AXA Advisors personnel. Certain      
components of the compensation paid to managerial personnel are based on        
whether the sales involve AXA Equitable contracts. Managers earn higher         
compensation (and credits toward awards and bonuses) if the financial           
professionals they manage sell a higher percentage of AXA Equitable contracts   
than products issued by other companies. Other forms of compensation provided   
to its financial professionals include health and retirement benefits, expense  
reimbursements, marketing allowances and contribution-based payments, known as  
"overrides." For tax reasons, AXA Advisors financial professionals qualify for  
health and retirement benefits based solely on their sales of AXA Equitable     
contracts and products sponsored by affiliates.                                 

The fact that AXA Advisors financial professionals receive differential         
compensation and additional payments may provide an incentive for those         
financial professionals to recommend an AXA Equitable contract over a contract  
or other financial product issued by a company not affiliated with AXA          
Equitable. However, under applicable rules of the FINRA, AXA Advisors financial 
professionals may only recommend to you products that they reasonably believe   
are suitable for you based on the facts that you have disclosed as to your      
other security holdings, financial situation and needs. In making any           
recommendation, financial professionals of AXA Advisors may nonetheless face    
conflicts of interest because of the differences in compensation from one       
product category to another, and because of differences in compensation between 
products in the same category. For more information, contact your financial     
professional.                                                                   

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Appendix I: Dropping or changing your Guaranteed benefits                       

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

PRE-FUNDING DROP OR CHANGE                                                      

The following table is designed to show your options if you decide to drop your 
Guaranteed benefit(s) prior to the funding of your Protected Benefit account.   
In general, you can drop your GMIB and change your Guaranteed minimum death     
benefit. However, in general, your Guaranteed minimum death benefit cannot be   
dropped or changed without first dropping your GMIB. You may drop the "Greater  
of" death benefit without dropping the GMIB only if we exercise our contractual 
right to change the fee for the "Greater of" death benefit without a change to  
the fee for GMIB. All requests to drop or change a Guaranteed benefit must be   
submitted on an administrative form we provide for this specific purpose.       

                                                        [Enlarge/Download Table]

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 GUARANTEED BENEFIT                                                                                                          
 COMBINATION                   PRE-FUNDING DROP OF:               YOUR OPTION(S) OR RESULT     FOLLOWING THE DROP OR CHANGE  
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                                             
..   GMIB                       GMIB                             .   You can change your death  .   You can drop the Highest 
..   Return of Principal death                                       benefit to the Highest         Anniversary Value death  
    benefit                                                         Anniversary Value death        benefit, either           
                                                                    benefit. If you do not         pre-funding or            
                                                                    make this change, the          post-funding.             
                                                                    Return of Principal death  .   You can drop the Return   
                                                                    benefit will remain.           of Principal death        
                                                                                                   benefit post-funding only.
-----------------------------------------------------------------------------------------------------------------------------

..   GMIB                       GMIB                             .   You can keep your Highest  .   You can drop the Highest 
..   Highest Anniversary Value                                       Anniversary Value death        Anniversary Value death  
    death benefit                                                   benefit.                       benefit, either           
                                                                            -or-                   pre-funding or            
                                                                .   You can change your death      post-funding.             
                                                                    benefit to the Return of   .   You can drop the Return   
                                                                    Principal death benefit.       of Principal death        
                                                                                                   benefit post-funding only.
-----------------------------------------------------------------------------------------------------------------------------

..   GMIB                       Both benefits                    .   The Return of Principal    .   You can drop the Return  
..   Highest Anniversary Value                                       death benefit will             of Principal death       
    death benefit                                                   automatically become your      benefit post-funding only.
                                                                    new Guaranteed minimum                                   
                                                                    death benefit.                                           
-----------------------------------------------------------------------------------------------------------------------------

..   GMIB                       GMIB                             .   By dropping your GMIB,     .   You can drop the Highest 
..   "Greater of" death benefit                                      you are no longer              Anniversary Value death  
                                                                    eligible to have the           benefit, either           
                                                                    "Greater of" death             pre-funding or            
                                                                    benefit.                       post-funding.             
                                                                .   You can change your death  .   You can drop the Return   
                                                                    benefit to the Highest         of Principal death        
                                                                    Anniversary Value death        benefit post-funding only.
                                                                    benefit. If you do not                                   
                                                                    make this change, the                                    
                                                                    Return of Principal death                                
                                                                    benefit will                                             
                                                                    automatically become your                                
                                                                    new Guaranteed minimum                                   
                                                                    death benefit.                                           
-----------------------------------------------------------------------------------------------------------------------------

..   GMIB                       Both benefits                    .   You can change your death  .   You can drop the Highest 
..   "Greater of" death benefit                                      benefit to the Highest         Anniversary Value death  
                                                                    Anniversary Value death        benefit, either           
                                                                    benefit. If you do not         pre-funding or post-      
                                                                    make this change, the          funding.                  
                                                                    Return of Principal death  .   You can drop the Return   
                                                                    benefit will                   of Principal death        
                                                                    automatically become your      benefit post-funding only.
                                                                    new Guaranteed minimum                                   
                                                                    death benefit.                                           
-----------------------------------------------------------------------------------------------------------------------------

..   GMIB                       "Greater of" death benefit/(1)/  .   You can change your death  .   You can drop the Highest 
..   "Greater of" death benefit                                      benefit to the Highest         Anniversary Value death  
                                                                    Anniversary Value death        benefit, either           
                                                                    benefit. If you do not         pre-funding or post-      
                                                                    make this change, the          funding.                  
                                                                    Return of Principal death  .   You can drop the Return   
                                                                    benefit will                   of Principal death        
                                                                    automatically become your      benefit post-funding only.
                                                                    new Guaranteed minimum                                   
                                                                    death benefit.                                           
-----------------------------------------------------------------------------------------------------------------------------

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 GUARANTEED BENEFIT                                                                                                         
 COMBINATION                  PRE-FUNDING DROP OF:             YOUR OPTION(S) OR RESULT       FOLLOWING THE DROP OR CHANGE  
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                            
..  Highest Anniversary Value  Highest Anniversary Value        .   The Return of Principal    .   You can drop the Return  
   death benefit              death benefit                        death benefit will             of Principal death        
                                                                   automatically become your      benefit post-funding only.
                                                                   new Guaranteed minimum                                   
                                                                   death benefit.                                           
----------------------------------------------------------------------------------------------------------------------------

..  Return of Principal death  Not Applicable: The Return of                                                                
   benefit                    Principal death benefit cannot                                                                
                              be dropped prior to funding the                                                               
                              Protected Benefit account                                                                     
----------------------------------------------------------------------------------------------------------------------------

RMD Wealth Guard death        RMD Wealth Guard death           .   You may elect the Return   .   You can drop the Return   
   benefit                    benefit                              of Principal death             of Principal death        
                                                                   benefit or Highest             benefit post- funding     
                                                                   Anniversary Value death        only.                     
                                                                   benefit.                   .   You can drop the Highest  
                                                                                                  Anniversary Value death   
                                                                                                  benefit either            
                                                                                                  pre-funding or            
                                                                                                  post-funding.             
----------------------------------------------------------------------------------------------------------------------------

(1)You may drop the "Greater of" death benefit without dropping the GMIB only   
 if we exercise our contractual right to change the fee for the "Greater of"
  death benefit without a change to the fee for the GMIB. We must receive your
request to drop the "Greater of" death benefit within 30 days of the fee  
change notification.                                                      

POST-FUNDING DROP                                                               

The following table is designed to show your options if you decide to drop your 
Guaranteed benefit(s) after you have funded your Protected Benefit account. In  
general, you can drop both your GMIB and Guaranteed minimum death benefit or,   
in some cases, drop your GMIB and retain your Guaranteed minimum death benefit. 
However, in general, your Guaranteed minimum death benefit cannot be dropped    
without first dropping your GMIB. You may drop the "Greater of" death benefit   
without dropping the GMIB only if we exercise our contractual right to change   
the fee for the "Greater of" death benefit without a change to the fee for the  
GMIB. All requests to drop a Guaranteed benefit must be submitted on an         
administrative form we provide for this specific purpose. Please see "Dropping  
or changing your Guaranteed benefits" in "Contract features and benefits" for   
information on when you are eligible to drop your Guaranteed benefits after     
having funded your Protected Benefit account.                                   

                                                        [Enlarge/Download Table]

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 GUARANTEED BENEFIT                                                                                                     
 COMBINATION                  POST-FUNDING DROP OF:/(1)/    YOUR OPTION(S) OR RESULT          FOLLOWING THE DROP        
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
..  GMIB                            GMIB                   .   The Return of Principal    .   You can drop the Return   
..  Return of Principal death                                  death benefit will remain      of Principal death        
   benefit                                                    in effect.                     benefit by notifying us    
                                                                                             and taking a full          
                                                                                             withdrawal of your         
                                                                                             Protected Benefit account  
                                                                                             value or making a          
                                                                                             one-time transfer to the   
                                                                                             Investment account         
                                                                                             variable investment        
                                                                                             options and the            
                                                                                             guaranteed interest        
                                                                                             option.                    
------------------------------------------------------------------------------------------------------------------------
..  GMIB                            Both benefits          .   Your Guaranteed benefits     Not Applicable.             
..  Return of Principal death                                  will terminate by                                        
   benefit                                                    notifying us and taking a                                 
                                                              full withdrawal of your                                   
                                                              Protected Benefit account                                 
                                                              value or making a                                         
                                                              one-time transfer to the                                  
                                                              Investment account                                        
                                                              variable investment                                       
                                                              options and the                                           
                                                              guaranteed interest                                       
                                                              option.                                                   
------------------------------------------------------------------------------------------------------------------------
..  GMIB                            GMIB                   .   Your Highest Anniversary   .   You can drop the Highest  
..  Highest Anniversary Value                                  Value death benefit            Anniversary Value death   
   death benefit                                              remains in effect.             benefit by notifying us    
                                                                                             and taking a full          
                                                                                             withdrawal of your         
                                                                                             Protected Benefit account  
                                                                                             value or making a          
                                                                                             one-time transfer to the   
                                                                                             Investment account         
                                                                                             variable investment        
                                                                                             options and the            
                                                                                             guaranteed interest        
                                                                                             option.                    
------------------------------------------------------------------------------------------------------------------------

I-2 

APPENDIX I: DROPPING OR CHANGING YOUR GUARANTEED BENEFITS 

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 GUARANTEED BENEFIT                                                                                                           
 COMBINATION                   POST-FUNDING DROP OF:/(1)/         YOUR OPTION(S) OR RESULT          FOLLOWING THE DROP        
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
------------------------------------------------------------------------------------------------------------------------------
..  GMIB                        Both benefits                    .   Your Guaranteed benefits     Not Applicable.             
..  Highest Anniversary Value                                        will terminate by                                        
   death benefit                                                    notifying us and taking a                                 
                                                                    full withdrawal of your                                   
                                                                    Protected Benefit account                                 
                                                                    value or making a                                         
                                                                    one-time transfer to the                                  
                                                                    Investment account                                        
                                                                    variable investment                                       
                                                                    options and the                                           
                                                                    guaranteed interest                                       
                                                                    option.                                                   
------------------------------------------------------------------------------------------------------------------------------
..  GMIB                        GMIB                             .   By dropping your GMIB,     .   You can drop the Return   
..  "Greater of" death benefit                                       you are no longer              of Principal death        
                                                                    eligible to have the           benefit at a later date.   
                                                                    "Greater of" death                                        
                                                                    benefit.                                                  
                                                                .   The Return of Principal                                   
                                                                    death benefit will become                                 
                                                                    your new Guaranteed                                       
                                                                    minimum death benefit.                                    
                                                                    The Return of Principal                                   
                                                                    benefit base will equal                                   
                                                                    all contributions and                                     
                                                                    transfers to your                                         
                                                                    Protected Benefit                                         
                                                                    account, adjusted for                                     
                                                                    withdrawals on a pro rata                                 
                                                                    basis.                                                    
------------------------------------------------------------------------------------------------------------------------------
..  GMIB                                                         .   Your Guaranteed benefits     Not Applicable.             
..  "Greater of" death benefit  Both benefits                        will terminate by                                        
                                                                    notifying us and taking a                                 
                                                                    full withdrawal of your                                   
                                                                    Protected Benefit account                                 
                                                                    value or making a                                         
                                                                    one-time transfer to the                                  
                                                                    Investment account                                        
                                                                    variable investment                                       
                                                                    options and the                                           
                                                                    guaranteed interest                                       
                                                                    option.                                                   
------------------------------------------------------------------------------------------------------------------------------
..  GMIB                                                         .   The Return of Principal    .   You can drop the Return   
..  "Greater of" death benefit  "Greater of" death benefit/(2)/      death benefit will             of Principal death        
                                                                    automatically become your      benefit at a later date.   
                                                                    new Guaranteed minimum                                    
                                                                    death benefit.                                            
------------------------------------------------------------------------------------------------------------------------------
..  Highest Anniversary Value   Highest Anniversary Value        .   Your Guaranteed benefit      Not Applicable.             
   death benefit               death benefit                        will terminate by                                         
                                                                    notifying us and taking a                                 
                                                                    full withdrawal of your                                   
                                                                    Protected Benefit account                                 
                                                                    value or making a                                         
                                                                    one-time transfer to the                                  
                                                                    Investment account                                        
                                                                    variable investment                                       
                                                                    options and the                                           
                                                                    guaranteed interest                                       
                                                                    option.                                                   
------------------------------------------------------------------------------------------------------------------------------
..  Return of Principal death   Return of Principal death        .   Your Guaranteed benefit      Not Applicable.             
   benefit                     benefit                              will terminate by                                         
                                                                    notifying us and taking a                                 
                                                                    full withdrawal of your                                   
                                                                    Protected Benefit account                                 
                                                                    value or making a                                         
                                                                    one-time transfer to the                                  
                                                                    Investment account                                        
                                                                    variable investment                                       
                                                                    options and the                                           
                                                                    guaranteed interest                                       
                                                                    option.                                                   
------------------------------------------------------------------------------------------------------------------------------

I-3 

APPENDIX I: DROPPING OR CHANGING YOUR GUARANTEED BENEFITS 

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 GUARANTEED BENEFIT                                                                                               
 COMBINATION             POST-FUNDING DROP OF:/(1)/    YOUR OPTION(S) OR RESULT          FOLLOWING THE DROP       
------------------------------------------------------------------------------------------------------------------
                                                                                                                  
RMD Wealth Guard death    RMD Wealth Guard death     .   Your Guaranteed benefit    .   Not applicable.           
   benefit                benefit                        will terminate by                                        
                                                         notifying us and taking a                                
                                                         full withdrawal of your                                  
                                                         Protected Benefit account                                
                                                         or making a one-time                                     
                                                         transfer to the                                          
                                                         Investment account                                       
                                                         variable investment                                      
                                                         options and the                                          
                                                         guaranteed interest                                      
                                                         option.                                                  
                                                     .   Your death benefit will                                  
                                                         be equal to the return of                                
                                                         your account value.                                      
------------------------------------------------------------------------------------------------------------------

(1)When a Guaranteed benefit (other than the Return of Principal death benefit) 
is dropped on any date other than a contract date anniversary, we will    
deduct a pro rata portion of the charge for that year.                    
(2)You may drop the "Greater of" death benefit without dropping the GMIB only   
 if we exercise our contractual right to change the fee for the "Greater of"
  death benefit without a change to the fee for the GMIB. We must receive your
request to drop the "Greater of" death benefit within 30 days of the fee  
change notification.                                                      

I-4 

APPENDIX I: DROPPING OR CHANGING YOUR GUARANTEED BENEFITS 

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Appendix II: Purchase considerations for QP contracts                           

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

Trustees who are considering the purchase of a Retirement Cornerstone(R) Series 
E contract should discuss with their tax and ERISA advisers whether this is an  
appropriate investment vehicle for the employer's plan. The QP contract and     
this Prospectus should be reviewed in full, and the following factors, among    
others, should be noted. Trustees should consider whether the plan provisions   
permit the investment of plan assets in the QP contract, the distribution of    
such an annuity, the purchase of the Guaranteed benefits, and the payment of    
death benefits in accordance with the requirements of the federal income tax    
rules. 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 Retirement Cornerstone(R) Series E QP contract or     
another annuity contract. Therefore, the plan trust should purchase a           
Retirement Cornerstone(R) Series E QP contract to fund a plan for the           
contract's features and benefits and not for tax deferral, after considering    
the relative costs and benefits of annuity contracts and other types of         
arrangements and funding vehicles. There are significant issues in the purchase 
of a Retirement Cornerstone(R) Series E contract in a defined benefit plan.     

This QP contract accepts only transfer contributions from other investments     
within an existing qualified plan trust. We will not accept ongoing payroll     
contributions or contributions directly from the employer. For 401(k) plans, no 
employee after-tax contributions are accepted. A "designated Roth contribution  
account" is not available in the QP contract. Checks written on accounts held   
in the name of the employer instead of the plan or the trust will not be        
accepted. Only one additional transfer contribution may be made per contract    
year.                                                                           

If amounts attributable to an excess or mistaken contribution must be           
withdrawn, there may be a benefit base adjustment to a Guaranteed benefit. If   
in a defined benefit plan the plan's actuary determines that an overfunding in  
the QPDB contract has occurred, then any transfers of plan assets out of the    
QPDB contract may also result in a benefit base adjustment on the amount being  
transferred.                                                                    

In order to purchase the QPDB contract for a defined benefit plan, the plan's   
actuary will be required to determine a current dollar value of each plan       
participant's accrued benefit so that individual contracts may be established   
for each plan participant. We do not permit defined contribution or defined     
benefit plans to pool plan assets attributable to the accrued benefits of       
multiple plan participants.                                                     

For defined benefit plans, the maximum percentage of actuarial value of the     
plan participant's normal retirement benefit that can be funded by a QPDB       
contract is 80%. The total account value under a QPDB 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. AXA Equitable does not guarantee that   
the Total account value under a QPDB contract will at any time equal the        
actuarial value of 80% of a participant/employee's accrued benefit.             

While the contract is owned by the plan trust, all payments under the contract  
will be made to the plan trust owner. If the plan rolls over a contract into an 
IRA for the benefit of a former plan participant through a contract conversion, 
it is the plan's responsibility to adjust the value of the contract to the      
actuarial equivalent of the participant's benefit, prior to the contract        
conversion.                                                                     

AXA Equitable's only role is that of the issuer of the contract. AXA Equitable  
is not the plan administrator. AXA Equitable 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 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. AXA Equitable will never make payments under a QP contract to any person  
other than the plan trust owner.                                                

Given that required minimum distributions ("RMDs") must generally commence from 
the plan for annuitants after age 70 1/2, trustees should consider the          
following in connection with the GMIB:                                          

..   whether RMDs the plan administrator must make under QP contracts would     
  cause withdrawals to be treated as Excess withdrawals and reduce the value
of the Guaranteed benefits;                                             

..   that provisions in the Treasury Regulations on RMDs require that the       
   actuarial present value of additional annuity contract benefits be added to
the dollar amount credited for purposes of calculating RMDs. This could 
increase the amounts required to be distributed; and                    

..   that if the Protected Benefit account value goes to zero as provided under 
the contract, resulting payments will be made to the plan trust and that
portion of the Retirement Cornerstone(R) Series E contract may not be   
rollover eligible.                                                      

For QPDC contracts only: You should not elect the RMD Wealth Guard death        
benefit under a QPDC contract unless you intend to convert to an IRA prior to   
taking lifetime RMDs, because withdrawals from your Protected Benefit account   
reduce your RMD Wealth Guard death benefit base on a pro rata basis, until any  
such time as the QPDC contract is converted to an IRA.                          

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.                         

II-1  

APPENDIX II: PURCHASE CONSIDERATIONS FOR QP CONTRACTS 

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Appendix III: Guaranteed benefit base examples                                  

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

Assuming $100,000 is invested in the Protected Benefit investment options, with 
no additional contributions, no transfers and no withdrawals, the Guaranteed    
minimum death benefit base and Guaranteed minimum income benefit base for an    
owner age 60 would be calculated as follows:                                    

                                                        [Enlarge/Download Table]

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

                                                                                                    GUARANTEED  
                                                                                                     MINIMUM    
                                          GUARANTEED MINIMUM DEATH BENEFIT                        INCOME BENEFIT
                                          --------------------------------                        --------------

                                                       HIGHEST                                                  
                                                     ANNIVERSARY                                                
          PROTECTED                                   VALUE TO      ROLL-UP TO                                  
END OF     BENEFIT   RETURN OF       RMD WEALTH        AGE 85         AGE 85       ''GREATER                    
CONTRACT   ACCOUNT   PRINCIPAL      GUARD DEATH        BENEFIT       BENEFIT      OF'' BENEFIT     GMIB BENEFIT 
 YEAR       VALUE   BENEFIT BASE    BENEFIT BASE        BASE           BASE           BASE             BASE     
----------------------------------------------------------------------------------------------------------------
                                                                                                                
   1      $103,000    $100,000/(1)/   $103,000/(2)/  $103,000/(4)/  $104,000        $104,000/(7)/    $104,000   
----------------------------------------------------------------------------------------------------------------
   2      $107,120    $100,000/(1)/   $107,120/(2)/  $107,120/(4)/  $108,160        $108,160/(7)/    $108,160   
----------------------------------------------------------------------------------------------------------------
   3      $113,547    $100,000/(1)/   $113,547/(2)/  $113,547/(4)/  $113,547/(6)/   $113,547/(7)/    $113,547   
----------------------------------------------------------------------------------------------------------------
   4      $120,360    $100,000/(1)/   $120,360/(2)/  $120,360/(4)/  $120,360/(6)/   $120,360/(7)/    $120,360   
----------------------------------------------------------------------------------------------------------------
   5      $128,785    $100,000/(1)/   $128,785/(2)/  $128,785/(4)/  $128,785/(6)/   $128,785/(7)/    $128,785   
----------------------------------------------------------------------------------------------------------------
   6      $126,210    $100,000/(1)/   $128,785/(3)/  $128,785/(5)/  $133,937        $133,937/(7)/    $133,937   
----------------------------------------------------------------------------------------------------------------
   7      $128,734    $100,000/(1)/   $128,785/(3)/  $128,785/(5)/  $139,294        $139,294/(7)/    $139,294   
----------------------------------------------------------------------------------------------------------------

PROTECTED BENEFIT ACCOUNT VALUE                                                 

The Protected Benefit account values for contract years 1 through 7 are based   
on hypothetical rates of return of 3.00%, 4.00%, 6.00%, 6.00%, 7.00%, (2.00)%,  
and 2.00%, respectively. We are using these rates solely to illustrate how the  
benefit is calculated. The rates of return bear no relationship to past or      
future investment results.                                                      

For example, at the end of contract year 1, the Protected Benefit account value 
equals $103,000                                                                 
Calculated as follows: $100,000 x (1+3.00%) = $103,000                          

Your applicable death benefit in connection with the Protected Benefit variable 
investment options is equal to the Protected Benefit account value or the       
Guaranteed minimum death benefit base, if greater.                              

GUARANTEED MINIMUM INCOME BENEFIT                                               

GMIB BENEFIT BASE                                                               

The example assumes no withdrawals under the contract, therefore the Deferral   
Roll-up rate would apply. At the end of contract year 1, the GMIB benefit base  
is equal to the initial contribution to the Protected Benefit account,          
multiplied by [1+ the Deferral Roll-up rate of 4.00%]. For contract years 2, 6  
and 7, the GMIB benefit base is equal to the previous year's GMIB benefit base  
multiplied by [1+ the Deferral Roll-up rate of 4.00%]. At the end of contract   
years 3 through 5, the GMIB benefit base is reset to the current Protected      
Benefit account value.                                                          

For example:                                                                    

..   At the end of contract year 2, the GMIB benefit base equals $108,160       
Calculated as follows: $104,000 x (1+4.00%) = $108,160                    

..   At the end of contract year 4, the GMIB benefit base equals $120,360       
The GMIB benefit base is being 'reset' to equal the Protected Benefit     
account value of $120,360                                                 

GUARANTEED MINIMUM DEATH BENEFIT                                                

RETURN OF PRINCIPAL BENEFIT BASE                                                

(1)At the end of contract years 1 through 7, the Return of Principal death      
benefit base is equal to the initial contribution to the Protected Benefit
account variable investment options.                                      

III-1 

APPENDIX III: GUARANTEED BENEFIT BASE EXAMPLES  

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RMD WEALTH GUARD BENEFIT BASE                                                   

(2)At the end of contract years 1 through 5, the RMD Wealth Guard death benefit 
base is equal to the current Protected Benefit account value.             

For example:                                                                    

.   At the end of contract year 2, the RMD Wealth Guard death benefit base  
equals the Protected Benefit account value of $107,120.             

(3)At the end of contract years 6 and 7, the RMD Wealth Guard death benefit     
base is equal to the RMD Wealth Guard death benefit base at the end of the
prior year since it is higher than the current Protected Benefit account  
value.                                                                    

For example:                                                                    

.   At the end of contract year 6, the RMD Wealth Guard death benefit base  
    equals $128,785 or the RMD Wealth Guard death benefit base at the end of
year 5.                                                             

HIGHEST ANNIVERSARY VALUE BENEFIT BASE                                          

(4)At the end of contract years 1 through 5, the Highest Anniversary Value      
benefit base is equal to the current Protected Benefit account value.     

For example:                                                                    

 .   At the end of contract year 2, the Highest Anniversary Value benefit base
equals the Protected Benefit account value of $107,120              

(5)At the end of contract years 6 and 7, the benefit base is equal to the       
  Highest Anniversary Value benefit base at the end of the prior year since it
is higher than the current Protected Benefit account value.               

For example:                                                                    

.   At the end of contract year 6, Highest Anniversary Value benefit base   
    equals $128,785 or the Highest Anniversary Value benefit base at the end
of year 5.                                                          

ROLL-UP TO AGE 85 BENEFIT BASE                                                  

The example assumes no withdrawals under the contract, therefore the Deferral   
Roll-up rate would apply. The Deferral Roll-up rate for the Roll-up to age 85   
benefit base is assumed to be the Deferral Roll-up rate, which is 4.00%. At the 
end of contract year 1, the Roll-up to age 85 benefit base is equal to the      
initial contribution to the Protected Benefit account, multiplied by [1 + the   
Deferral Roll-up rate of 4.00%]. At the end of contract years 2, 6 and 7, the   
Roll-up to age 85 benefit base is equal to the previous year's Roll-up to age   
85 benefit base, multiplied by [1 + the Deferral Roll-up rate of 4.00%]. At the 
end of contract years 3 through 5, the Roll-up to age 85 benefit base is reset  
to the current Protected Benefit account value.                                 

For example:                                                                    

.   At the end of contract year 2, Roll-up to age 85 benefit base equals    
$108,160                                                            
Calculated as follows: $104,000 x (1+4.00%) = $108,160            

(6)At the end of contract year 4, the Roll-up to age 85 benefit base is reset   
to the current account value.                                             

.   At the end of contract year 4, Roll-up to age 85 benefit base equals    
$120,360                                                            
   The GMIB benefit base is being "reset" to equal the Protected Benefit
account value of $120,360                                           

"GREATER OF" DEATH BENEFIT BASE                                                 

The "Greater of" death benefit base is the greater of (i) the Roll-up to age 85 
benefit base, and (ii) the Highest Anniversary Value benefit base.              

(7)At the end of contract years 1 through 7, the benefit base is based on the   
Roll-Up to age 85 benefit base.                                           

For example:                                                                    

.   At the end of contract year 6, Greater of Death Benefit Base equals the 
Roll-Up to age 85 benefit base of $133,937                          

III-2 

APPENDIX III: GUARANTEED BENEFIT BASE EXAMPLES  

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Appendix IV: Hypothetical illustrations                                         

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

ILLUSTRATION OF ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED MINIMUM      
BENEFITS                                                                        

The following table illustrates the changes in account values (Investment       
account value and Protected Benefit account value), cash value and the values   
of the "Greater of" death benefit, the Guaranteed minimum income benefit        
("GMIB"), and the Annual withdrawal amount, under certain hypothetical          
circumstances for the Retirement Cornerstone(R) Series E contract. The table    
illustrates the operation of the contract based on a male, issue age 65, who    
makes a single $100,000 contribution and takes no withdrawals. Also, the table  
illustrates that $60,000 is allocated to the Protected Benefit account variable 
investment options, and $40,000 is allocated to the Investment account variable 
investment options. The amounts shown are for the beginning of each contract    
year and assume that all of the account values are invested in Portfolios that  
achieve investment returns at constant gross annual rates of 0% and 6% (i.e.,   
before any investment management fees, 12b-1 fees or other expenses are         
deducted from the underlying Portfolio assets). After the deduction of the      
arithmetic average of the investment management fees, 12b-1 fees and other      
expenses of all of the underlying portfolios (as described below), the          
corresponding net annual rates of return would be (2.44)%, 3.56% for the Series 
E Protected Benefit account variable investment options and (2.72)%, 3.28% for  
the Series E Investment account variable investment options.                    

These net annual rates of return reflect the trust and separate account level   
charges, but they do not reflect the charges we deduct from your Protected      
Benefit account value annually for the "Greater of" death benefit and GMIB      
features, as well as the annual administrative charge. If the net annual rates  
of return did reflect these charges, the net annual rates of return shown would 
be lower; however, the values shown in the following table reflects the         
following contract charges: the "Greater of" death benefit charge, the GMIB     
charge, any applicable administrative charge. Please note that charges for the  
"Greater of" death benefit and GMIB are always deducted from the Protected      
Benefit account value.                                                          

The values shown under "Next Year's Annual withdrawal amount" for ages 70       
through 95 reflect the Annual withdrawal amount available without reducing the  
"Greater of" death benefit base or GMIB benefit base. A "0" under the Protected 
Benefit account value column at age 95 indicates that the "Greater of" death    
benefit has terminated due to insufficient account value. However, the Lifetime 
GMIB payments under the GMIB have begun, and the owner is receiving lifetime    
payments.                                                                       

With respect to fees and expenses deducted from assets of the underlying        
portfolios, the amounts shown in the table reflects (1) investment management   
fees equivalent to an effective annual rate of 0.37% for the Protected Benefit  
account variable investment options and of 0.58% for the Investment account     
variable investment options, (2) an assumed average asset charge for all other  
expenses of the underlying portfolios equivalent to an effective annual rate of 
0.52% for the Protected Benefit account variable investment options and 0.59%   
for the Investment account variable investment options and (3) 12b-1 fees       
equivalent to an effective annual rate of 0.25% for the Protected Benefit       
account variable investment options and 0.25% for the Investment account        
variable investment options. These rates are the arithmetic average for all     
Portfolios that are available as investment options. In other words, they are   
based on the hypothetical assumption that account values are allocated equally  
among the Protected Benefit account variable investment options and Investment  
account variable investment options, respectively. The actual rates associated  
with any contract will vary depending upon the actual allocation of the Total   
account value among the investment options. These rates do not reflect the fees 
and expenses for the AXA Ultra Conservative Strategy Portfolio, which is not    
available for direct allocations. These rates also do not reflect expense       
limitation arrangements in effect with respect to certain of the underlying     
portfolios as described in the prospectuses for the underlying portfolios. With 
these expense limitation arrangements, the charges shown above would be lower.  
This would result in higher values than those shown in the following tables.    

Because your circumstances will no doubt differ from those in the illustration  
that follows, values under your contract will differ, in most cases             
substantially. Please note that in certain states, we apply annuity purchase    
factors that are not based on the sex of the annuitant. Upon request, we will   
furnish you with a personalized illustration.                                   

IV-1  

APPENDIX IV: HYPOTHETICAL ILLUSTRATIONS 

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ILLUSTRATION OF TOTAL ACCOUNT VALUES, CASH VALUES AND CERTAIN GUARANTEED        
BENEFITS                                                                        

VARIABLE DEFERRED ANNUITY                                                       
RETIREMENT CORNERSTONE - SERIES E                                               
$100,000 SINGLE CONTRIBUTION AND NO WITHDRAWALS                                 
MALE, ISSUE AGE 65                                                              
BENEFITS:                                                                       
"GREATER OF" DEATH BENEFIT                                                
GUARANTEED MINIMUM INCOME BENEFIT - TWO YEAR LOCK                         

                                                        [Enlarge/Download Table]

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                                                              PROTECT        GUARANTEE                     
                                                              -------        ---------                     

                              PROTECTED                                                      NEXT YEAR'S   
    CONTRACT   INVESTMENT      BENEFIT                     "GREATER OF"    GMIB BENEFIT   ANNUAL WITHDRAWAL
AGE   YEAR   ACCOUNT VALUE  ACCOUNT VALUE CASH VALUE/(+)/  DEATH BENEFIT       BASE            AMOUNT      
-----------------------------------------------------------------------------------------------------------
               0%     6%      0%     6%     0%      6%      0%      6%      0%      6%      0%       6%    
-----------------------------------------------------------------------------------------------------------
                                                                                                           
65      0    40,000  40,000 60,000 60,000 100,000 100,000  60,000  60,000  60,000  60,000       0         0
-----------------------------------------------------------------------------------------------------------
66      1    38,911  41,311 57,103 60,703  96,014 102,014  62,400  62,400  62,400  62,400   2,496     2,496
-----------------------------------------------------------------------------------------------------------
67      2    37,852  42,666 54,218 61,373  92,071 104,038  64,896  64,896  64,896  64,896   2,596     2,596
-----------------------------------------------------------------------------------------------------------
68      3    36,822  44,064 51,345 62,007  88,167 106,071  67,492  67,492  67,492  67,492   2,700     2,700
-----------------------------------------------------------------------------------------------------------
69      4    35,820  45,509 48,479 62,602  84,299 108,111  70,192  70,192  70,192  70,192   2,808     2,808
-----------------------------------------------------------------------------------------------------------
70      5    34,845  47,001 45,619 63,154  80,464 110,154  72,999  72,999  72,999  72,999   2,920     2,920
-----------------------------------------------------------------------------------------------------------
71      6    33,896  48,541 42,761 63,658  76,657 112,199  75,919  75,919  75,919  75,919   3,037     3,037
-----------------------------------------------------------------------------------------------------------
72      7    32,974  50,133 39,903 64,110  72,877 114,243  78,956  78,956  78,956  78,956   3,158     3,158
-----------------------------------------------------------------------------------------------------------
73      8    32,076  51,776 37,042 64,505  69,118 116,282  82,114  82,114  82,114  82,114   3,285     3,285
-----------------------------------------------------------------------------------------------------------
74      9    31,203  53,474 34,175 64,840  65,378 118,313  85,399  85,399  85,399  85,399   3,416     3,416
-----------------------------------------------------------------------------------------------------------
75     10    30,354  55,227 31,299 65,107  61,653 120,334  88,815  88,815  88,815  88,815   3,553     3,553
-----------------------------------------------------------------------------------------------------------
80     15    26,412  64,892 16,686 65,240  43,098 130,132 108,057 108,057 108,057 108,057   4,322     4,322
-----------------------------------------------------------------------------------------------------------
85     20    23,004  76,250  1,390 62,728  24,395 138,978 131,467 131,467 131,467 131,467   5,259     5,259
-----------------------------------------------------------------------------------------------------------
90     25    20,036  89,594      0 57,491  20,036 147,085       0 131,467       0 159,950 *$7,673     6,398
-----------------------------------------------------------------------------------------------------------
95     30    17,450 105,275      0 49,276  17,450 154,551       0 131,467       0 194,604   7,673 **$15,220
-----------------------------------------------------------------------------------------------------------

*  Payments of $7,673 will continue as lifetime payments                        
** Payments of at least $15,220 will continue as lifetime payments              

THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE     
DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT 
RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF     
FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE PROTECTION     
BENEFIT ACCOUNT VALUE, INVESTMENT ACCOUNT VALUE, CASH VALUE AND GUARANTEED      
BENEFITS FOR A CONTRACT WOULD BE DIFFERENT FROM THE ONES SHOWN IF THE ACTUAL    
GROSS RATE OF INVESTMENT RETURN AVERAGED 0% OR 6% OVER A PERIOD OF YEARS, BUT   
ALSO FLUCTUATED ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL CONTRACT YEARS. WE    
CAN MAKE NO REPRESENTATION THAT THESE HYPOTHETICAL INVESTMENT RESULTS CAN BE    
ACHIEVED FOR ANY ONE YEAR OR CONTINUED OVER ANY PERIOD OF TIME. IN FACT, FOR    
ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS COULD BE NEGATIVE.             

IV-2  

APPENDIX IV: HYPOTHETICAL ILLUSTRATIONS 

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Appendix V: State contract availability and/or variations of certain features   
and benefits                                                                    

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

The following information is a summary of the states where the Retirement       
Cornerstone(R) Series E contracts or certain features and/or benefits are       
either not available as of the date of this Prospectus or vary from the         
contract's features and benefits as previously described in this Prospectus.    
Certain features and/or benefits may have been approved in your state after     
your contract was issued and cannot be added. Please contact your financial     
professional for more information about availability in your state.             

STATES WHERE CERTAIN RETIREMENT CORNERSTONE(R) SERIES E CONTRACT'S FEATURES     
AND/OR BENEFITS ARE NOT AVAILABLE OR VARY:                                      

                                                        [Enlarge/Download Table]

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 STATE       FEATURES AND BENEFITS             AVAILABILITY OR VARIATION                                                          
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ALABAMA      See "Your right to cancel within  If you reside in the state of Alabama, you                                         
             a certain number of days" in      may cancel your variable annuity contract                                          
             "Contract features and benefits"  and return it to us within 15 days from the                                        
                                               date you received it. Your refund will                                             
                                               equal your account value under the contract                                        
                                               on the day we receive notification to                                              
                                               cancel the contract.                                                               
----------------------------------------------------------------------------------------------------------------------------------
CALIFORNIA   See "We require that the          You are not required to use our forms when                                         
             following types of                making a transaction request. If a written                                         
             communications be on specific     request contains all the information                                               
             forms we provide for that         required to process the request, we will                                           
             purpose (and submitted in the     honor it. Although you are not required to                                         
             manner that the forms specify)"   use our withdrawal request form, if you do                                         
             in "Who is AXA Equitable" and     not specify whether we should process a                                            
             "Effect of Excess withdrawals"    withdrawal that results in an Excess                                               
             in "Contract features and         withdrawal, and the transaction results in                                         
             benefits"                         an Excess withdrawal, we will not process                                          
                                               that request.                                                                      
             See "Asset transfer program       If you elect the GMIB, the ATP will                                                
             ("ATP")" in "Contract features    commence on the valuation day of your                                              
             and benefits"                     second monthiversary.                                                              
             See "Your right to cancel within  If you reside in the state of California                                           
             a certain number of days" in      and you are age 60 or older at the time the                                        
             "Contract features and benefits"  contract is issued, you may return your                                            
                                               Retirement Cornerstone(R) Series E contract                                        
                                               within 30 days from the date that you                                              
                                               receive it and receive a refund as                                                 
                                               described below. This is also referred to                                          
                                               as the ''free look'' period.                                                       
                                               If you allocate your entire initial                                                
                                               contribution to the EQ/Money Market                                                
                                               variable investment option (and/or                                                 
                                               guaranteed interest option, if available),                                         
                                               the amount of your refund will be equal to                                         
                                               your contribution, unless you make a                                               
                                               transfer, in which case the amount of your                                         
                                               refund will be equal to your Total account                                         
                                               value on the date we receive your request                                          
                                               to cancel at our processing office. This                                           
                                               amount could be less than your initial                                             
                                               contribution. If you allocate any portion                                          
                                               of your initial contribution to the                                                
                                               variable investment options (other than the                                        
                                               EQ/Money Market variable investment                                                
                                               option), your refund will be equal to your                                         
                                               Total account value on the date we receive                                         
                                               your request to cancel at our processing                                           
                                               office.                                                                            
             See ''Transfers of ownership,     Guaranteed benefits do not terminate upon a                                        
             collateral assignments, loans     change of owner or absolute assignment of                                          
             and borrowing'' in ''More         the contract. Guaranteed benefits will                                             
             Information''                     continue to be based on the original                                               
                                               measuring life (i.e., owner, older joint                                           
                                               owner, annuitant, older joint annuitant).                                          
----------------------------------------------------------------------------------------------------------------------------------
COLORADO     See "Your right to cancel within  If you reside in the state of Colorado, you                                        
             a certain number of days" in      may cancel your variable annuity contract                                          
             "Contract features and benefits"  and return it to us within 15 days from the                                        
                                               date you received it. Your refund will                                             
                                               equal your account value under the contract                                        
                                               on the day we receive notification to                                              
                                               cancel the contract.                                                               
----------------------------------------------------------------------------------------------------------------------------------
CONNECTICUT  See "Charge for each additional   The charge for transfers does not apply.                                           
             transfer in excess of 12                                                                                             
             transfers per contract year" in                                                                                      
             "Fee table" and "Transfer                                                                                            
             charge" in "Charges and expenses"                                                                                    
----------------------------------------------------------------------------------------------------------------------------------

V-1 

APPENDIX V: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN  
FEATURES AND BENEFITS 

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 STATE       FEATURES AND BENEFITS             AVAILABILITY OR VARIATION                                                          
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
CONNECTICUT  See "GMIB "no lapse               The no-lapse guarantee will not terminate                                          
(CONTINUED)  guarantee"" under "Guaranteed     if your aggregate withdrawals from your                                            
             minimum income benefit" in        Protected Benefit account in any contract                                          
             "Contract features and benefits"  year following the contract year in which                                          
                                               you first fund your Protected Benefit                                              
                                               Account exceed your Annual Withdrawal                                              
                                               Amount unless the excess withdrawal drives                                         
                                               your account value to zero.                                                        
             See "Disruptive transfer          The ability to restrict transfers due to                                           
             activity" in "Transferring your   market timing can only be determined by the                                        
             money among investment options"   underlying fund managers. AXA Equitable's                                          
                                               right to restrict transfers due to market                                          
                                               timing does not apply.                                                             
             See "Transfer Charge" in          The charge for excessive transfers does not                                        
             "Charges and Expenses"            apply.                                                                             
                                               The ability to reserve the right to impose                                         
                                               a limit on the number of free transfers                                            
                                               does not apply.                                                                    
             See "Special service charges" in  The charge for third-party transfers or                                            
             "Charges and Expenses"            exchanges does not apply.                                                          
                                               The maximum charge for check preparation is                                        
                                               $9 per occurrence.                                                                 

             See "Misstatement of age" in      We will not deduct interest for any                                                
             "More information"                overpayments made by us due to a                                                   
                                               misstatement of age or sex. Any                                                    
                                               overpayments will be deducted from future                                          
                                               payments.                                                                          

             See "Transfers of ownership,      Benefits terminate upon any change of owner                                        
             collateral assignments, loans     who is the measuring life, unless the                                              
             and borrowing" in "More           change of ownership is due to a divorce                                            
             information"                      where the spouse is awarded 100% of the                                            
                                               account value and chooses to continue the                                          
                                               contract in his or her name and meets the                                          
                                               age requirements of the applicable benefit                                         
                                               on the date the change in ownership occurs.                                        
                                               Benefits do not terminate upon assignment.                                         
                                               Your contract cannot be assigned to an                                             
                                               institutional investor or settlement                                               
                                               company, either directly or indirectly, nor                                        
                                               may the ownership be changed to an                                                 
                                               institutional investor or settlement                                               
                                               company.                                                                           
----------------------------------------------------------------------------------------------------------------------------------
DELAWARE     See "Your right to cancel within  If you reside in the state of Delaware, at                                         
             a certain number of days" in      the time the contract was issued, you may                                          
             "Contract features and benefits"  return your Retirement Cornerstone(R)                                              
                                               Series E replacement contract within 20                                            
                                               days from the date you received it and                                             
                                               receive a full refund of your contribution.                                        

             See "Greater of death benefit"    If the Guaranteed minimum income benefit is                                        
             under "Guaranteed benefit         elected or if the Guaranteed minimum income                                        
             charges" in "Charges and          benefit is elected with the Return of                                              
             expenses"                         Principal death benefit, Highest                                                   
                                               Anniversary Value death benefit, or                                                
                                               "Greater of" death benefit, the maximum                                            
                                               charge for each benefit is 1.65%. If the                                           
                                               RMD Wealth Guard death benefit is elected                                          
                                               the maximum charge is 1.40%.                                                       
----------------------------------------------------------------------------------------------------------------------------------
FLORIDA      See "How you can purchase and     In the second paragraph of this section,                                           
             contribute to your contract" in   item (ii) regarding the $2,500,000                                                 
             "Contract features and benefits"  limitation on contributions is deleted. The                                        
                                               remainder of this section is unchanged.                                            

             See "How you can purchase and     We may not discontinue the acceptance of                                           
             contribute to your contract" in   contributions.                                                                     
             "Contract features and benefits"                                                                                     

             See "When to expect payments" in  For any payment we defer for more than 30                                          
             "Accessing your money"            days, we will pay interest to that payment                                         
                                               based on an annual interest rate that is                                           
                                               equal to, or greater than, the Moody's                                             
                                               Corporate Bond Yield Average Monthly                                               
                                               Corporate Rate.                                                                    

             See "Selecting an annuity payout  The following sentence replaces the first                                          
             option" under "Your annuity       sentence of the second paragraph in this                                           
             payout options" in "Accessing     section:                                                                           
             your money"                                                                                                          

             See "Annuity maturity date"       Requests to start receiving annuity                                                
             under "Your annuity payout        payments before the maturity date must be                                          
             options" in "Accessing your       made in writing at least 30 days prior to                                          
             money"                            the date annuity payments are to begin.                                            

             See "Special service charges" in  The charge for third-party transfer or                                             
             "Charges and expenses"            exchange applies to any transfer or                                                
                                               exchange of your contract, even if it is to                                        
                                               another contract issued by AXA Equitable.                                          
                                               We will not impose a charge for third-party                                        
                                               transfers or exchanges if the contract                                             
                                               owner is age 65 or older at issue.                                                 
----------------------------------------------------------------------------------------------------------------------------------

V-2 

APPENDIX V: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN  
FEATURES AND BENEFITS 

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 STATE       FEATURES AND BENEFITS             AVAILABILITY OR VARIATION                                                          
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
FLORIDA                                        You can choose the date annuity payments                                           
(CONTINUED)                                    begin but it may not be earlier than twelve                                        
                                               months from the Retirement Cornerstone(R)                                          
                                               Series E contract date.                                                            

             See "Your right to cancel within  If you reside in the state of Florida, you                                         
             a certain number of days" in      may cancel your variable annuity contract                                          
             "Contract features and benefits"  and return it to us within 21 days from the                                        
                                               date that you receive it. You will receive                                         
                                               an unconditional refund equal to the                                               
                                               greater of the cash surrender value                                                
                                               provided in the annuity contract, plus any                                         
                                               fees or charges deducted from the                                                  
                                               contributions or imposed under the                                                 
                                               contract, or a refund of all contributions                                         
                                               paid.                                                                              

             See "Transferring your account    We may not require a minimum time period                                           
             value" in "Transferring your      between transfers or establish a daily                                             
             money among investment options"   maximum transfer limit.                                                            

             See "Check preparation charge"    The maximum charge for check preparation is                                        
             under "Special service charges"   $25.                                                                               
             in "Charges and expenses"                                                                                            

             See "Misstatement of age" in      After the second contract date anniversary,                                        
             "More information"                Guaranteed benefits may not be terminated                                          
                                               for misstatement of age.                                                           

             See "Transfers of ownership,      Your Guaranteed benefits will terminate                                            
             collateral assignments, loans     with all transfers of ownership, even with                                         
             and borrowing" in "More           a change of owner from a trust to an                                               
             information"                      individual, unless the change of ownership                                         
                                               is due to a divorce where the spouse is                                            
                                               awarded 100% of the Total account value,                                           
                                               chooses to continue the contract in his or                                         
                                               her name and meets the age requirements of                                         
                                               the applicable rider on the date the change                                        
                                               in ownership occurs.                                                               
----------------------------------------------------------------------------------------------------------------------------------
IOWA         See "Your right to cancel within  If you reside in the state of Iowa, you may                                        
             a certain number of days" in      cancel your variable annuity contract and                                          
             "Contract features and benefits"  return it to us within 15 days from the                                            
                                               date you received it. Your refund will                                             
                                               equal your account value under the contract                                        
                                               on the day we receive notification to                                              
                                               cancel the contract.                                                               
----------------------------------------------------------------------------------------------------------------------------------
NEW YORK     See "Greater of" death benefit    The "Greater of" death benefit and the RMD                                         
             and RMD Wealth Guard death        Wealth Guard death benefit are not                                                 
             benefit in "Definitions of key    available. The only Guaranteed minimum                                             
             terms", in "Guaranteed minimum    death benefits that are available are the                                          
             death benefits" and throughout    Return of Principal death benefit and the                                          
             this Prospectus.                  Highest Anniversary Value death benefit.                                           
                                               Both of these death benefits are available                                         
                                               in combination with the Guaranteed minimum                                         
                                               income benefit. They are also available                                            
                                               without the Guaranteed minimum income                                              
                                               benefit.                                                                           

             See "GMIB Benefit base" under     For the GMIB, there are caps on the GMIB                                           
             "Guaranteed minimum income        benefit base, which are based on a                                                 
             benefit" in "Contract features    percentage of total contributions and                                              
             and benefits"                     transfers to the Protected Benefit account:                                        

                                                                [Download Table]
                                        

Initial      Cap Amount                 
Funding Age  ----------                 
-----------                             
20-49        350% on GMIB benefit base  
50+          No Cap on GMIB benefit base

                                                        [Enlarge/Download Table]
                                                                                                                  

                                 The cap is determined by the age of the                                          
                                 owner at the time of first funding of the                                        
                                 Protected Benefit account. If the                                                
                                 Protected Benefit account is funded at age                                       
                                 50 or greater there is no cap. If the                                            
                                 Protected Benefit account is funded at                                           
                                 ages 20 to 49, the cap percentage is set                                         
                                 to 350% and does not change for the life                                         
                                 of the contract, unless there is a GMIB                                          
                                 benefit base reset at age 50 or greater.                                         
                                 If there is a GMIB benefit base reset at                                         
                                 age 50 or greater, there is no cap,                                              
                                 regardless of the age of the owner at                                            
                                 first funding. If there is a GMIB benefit                                        
                                 base reset prior to age 50, the GMIB                                             
                                 benefit base will be capped at 350%,                                             
                                 multiplied by the Protected Benefit                                              
                                 account value at time of the GMIB benefit                                        
                                 base reset, plus 350% of all contributions                                       
                                 and transfers made to the Protected                                              
                                 Benefit account after the reset. Neither a                                       
                                 GMIB benefit base reset nor withdrawals                                          
                                 from your Protected Benefit account will                                         
                                 lower the cap amount.                                                            

  See "Withdrawals treated as    We do not have the right to terminate the                                        
  surrenders" in "Accessing      contract if no contributions are made                                            
  your money"                    during the last three contract years and                                         
                                 the cash value is less than $500.                                                

  See "Your annuity payout       Your choice of annuity payout options                                            
  options" in "Accessing your    includes a straight life fixed income                                            
  money"                         annuity.                                                                         
------------------------------------------------------------------------------------------------------------------

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APPENDIX V: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN  
FEATURES AND BENEFITS 

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 STATE        FEATURES AND BENEFITS          AVAILABILITY OR VARIATION                                                        
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              

NEW YORK      See "Charges and expenses"     Deductions for charges from the guaranteed                                       
(CONTINUED)                                  interest option and the Special DCA                                              
                                             account are not permitted.                                                       
                                             The charge for third-party transfer or                                           
                                             exchange does not apply.                                                         
                                             The check preparation charge does not                                            
                                             apply.                                                                           

              See "Transfers of ownership,   Collateral assignments are not limited to                                        
              collateral assignments, loans  the period prior to the first contract                                           
              and borrowing" in "More        date anniversary. You may assign all or a                                        
              information"                   portion of your NQ contract at any time,                                         
                                             pursuant to the terms described in this                                          
                                             Prospectus.                                                                      
------------------------------------------------------------------------------------------------------------------------------
NORTH DAKOTA  See "Your right to cancel      If you reside in the state of North Dakota                                       
              within a certain number of     at the time the contract is issued, you                                          
              days" in "Contract features    may return your Retirement Cornerstone(R)                                        
              and benefits"                  Series E contract within 20 days from the                                        
                                             date that you receive it and receive a                                           
                                             full refund of your contributions.                                               

              See "Your beneficiary and      Amounts allocated to the Guaranteed                                              
              payment of benefit" in         interest option will continue to earn                                            
              "Payment of death benefit"     interest until the applicable death                                              
                                             benefit is paid. This means that your                                            
                                             death benefit (other than the applicable                                         
                                             guaranteed minimum death benefit) will be                                        
                                             increased by the amount of interest                                              
                                             credited to any assets in the Guaranteed                                         
                                             interest option up until the date on which                                       
                                             we pay the death benefit.                                                        
------------------------------------------------------------------------------------------------------------------------------
PUERTO RICO   IRA and Roth IRA               Available for direct rollovers from U.S.                                         
                                             source 401(a) plans and direct transfers                                         
                                             from the same type of U.S. source IRAs.                                          
              QP (Defined Benefit) contracts Not Available                                                                    

              See "Purchase considerations   We do not offer contracts to charitable                                          
              for a charitable remainder     remainder trusts in Puerto Rico.                                                 
              trust" under "Owner and                                                                                         
              annuitant requirements" in                                                                                      
              "Contract features and                                                                                          
              benefits"                                                                                                       

              See "How you can make          Specific requirements for purchasing QP                                          
              contributions" in "Contract    contracts in Puerto Rico are outlined                                            
              features and benefits"         below in "Purchase considerations for QP                                         
                                             (Defined Contribution) contracts in Puerto                                       
                                             Rico".                                                                           

              See "Guaranteed minimum        Restrictions for the GMIB on a Puerto Rico                                       
              income benefit" in "Contract   QPDC contract are described below, under                                         
              features and benefits"         "Purchase considerations for QP (Defined                                         
                                             Contribution) contracts in Puerto Rico",                                         
                                             and in your contract.                                                            

              See "Transfers of ownership,   Transfers of ownership of QP contracts are                                       
              collateral assignments, loans  governed by Puerto Rico law. Please                                              
              and borrowing" in "More        consult your tax, legal or plan advisor if                                       
              information"                   you intend to transfer ownership of                                              
                                             your contract.                                                                   

              "Purchase considerations for   PURCHASE CONSIDERATIONS FOR QP (DEFINED                                          
              QP (Defined Contribution)      CONTRIBUTION) CONTRACTS IN PUERTO RICO:                                          
              contracts in Puerto Rico" --   Trustees who are considering the purchase                                        
              this section replaces          of a Retirement Cornerstone(R) Series E QP                                       
              "Appendix II: Purchase         contract in Puerto Rico should discuss                                           
              considerations for QP          with their tax, legal and plan advisors                                          
              contracts" in this Prospectus. 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 Guaranteed                                        
                                             minimum income benefit, and the payment of                                       
                                             death benefits in accordance with the                                            
                                             requirements of Puerto Rico income tax                                           
                                             rules. The QP contract and this Prospectus                                       
                                             should be reviewed in full, and the                                              
                                             following factors, among others, should be                                       
                                             noted.                                                                           

                                             LIMITS ON CONTRACT OWNERSHIP                                                     
                                             .   The QP contract is offered only as a                                         
                                                 funding vehicle to qualified plan                                            
                                                 trusts of single participant defined                                         
                                                 contribution plans that are                                                  
                                                 tax-qualified under Puerto Rico law,                                         
                                                 not United States law. The contract is                                       
                                                 not available to US qualified plans or                                       
                                                 to defined benefit plans qualifying                                          
                                                 under Puerto Rico law.                                                       

                                             .   The QP contract owner is the qualified                                       
                                                 plan trust. The annuitant under the                                          
                                                 contract is the self-employed Puerto                                         
                                                 Rico resident, who is the sole plan                                          
                                                 participant.                                                                 
------------------------------------------------------------------------------------------------------------------------------

V-4 

APPENDIX V: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN  
FEATURES AND BENEFITS 

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 STATE       FEATURES AND BENEFITS          AVAILABILITY OR VARIATION                       
--------------------------------------------------------------------------------------------
                                                                                            

PUERTO RICO                                 .   This product should not be purchased        
(CONTINUED)                                     if the self-employed individual             
                                                anticipates having additional               
                                                employees become eligible for the           
                                                plan. We will not allow additional          
                                                contracts to be issued for                  
                                                participants other than the original        
                                                business owner.                             

                                            .   If the business that sponsors the plan      
                                                adds another employee who becomes           
                                                eligible for the plan, no further           
                                                contributions may be made to the            
                                                contract. If the employer moves the         
                                                funds to another funding vehicle that       
                                                can accommodate more than one               
                                                employee, this move could result in         
                                                the loss of guaranteed benefits in the      
                                                contract.                                   

                                            LIMITS                                          
                                            ON                                              
                                            CONTRIBUTIONS:                                  

                                            .   All contributions must be direct            
                                                transfers from other investments            
                                                within an existing qualified plan           
                                                trust.                                      

                                            .   Employer payroll contributions are not      
                                                accepted.                                   

                                            .   Only one additional transfer                
                                                contribution may be made per contract       
                                                year.                                       

                                            .   Checks written on accounts held in the      
                                                name of the employer instead of the         
                                                plan or the trustee will not be             
                                                accepted.                                   

                                            .   As mentioned above, if a new employee       
                                                becomes eligible for the plan, the          
                                                trustee will not be permitted to make       
                                                any further contributions to the            
                                                contract established for the original       
                                                business owner.                             
                                            LIMITS                                          
                                            ON                                              
                                            PAYMENTS:                                       
                                            .   Loans are not available under the           
                                                contract.                                   

                                            .   All payments are made to the plan           
                                                trust as owner, even though the plan        
                                                participant/annuitant is the ultimate       
                                                recipient of the benefit payment.           

                                            .   AXA Equitable does no tax reporting or      
                                                withholding of any kind. The plan           
                                                administrator or trustee will be            
                                                solely responsible for performing or        
                                                providing for all such services.            

                                            .   AXA Equitable does not offer contracts      
                                                that qualify as IRAs under Puerto Rico      
                                                law. The plan trust will exercise the       
                                                GMIB and must continue to hold the          
                                                supplementary contract for the              
                                                duration of the GMIB payments. The          
                                                contract cannot be converted to an IRA.     

                                            PLAN                                            
                                            TERMINATION:                                    
                                            .   If the plan participant terminates the      
                                                business, and as a result wishes to         
                                                terminate the plan, the trust would         
                                                have to be kept in existence to             
                                                receive payments. This could create         
                                                expenses for the plan.                      

                                            .   If the plan participant terminates the      
                                                plan and the trust is dissolved, or if      
                                                the plan trustee (which may or may not      
                                                be the same as the plan participant)        
                                                is unwilling to accept payment to the       
                                                plan trust for any reason, AXA              
                                                Equitable would have to change the          
                                                contract from a Puerto Rico QP to NQ        
                                                in order to make payments to the            
                                                individual as the new owner. Depending      
                                                on when this occurs, it could be a          
                                                taxable distribution from the plan,         
                                                with a potential tax of the entire          
                                                account value of the contract. Puerto       
                                                Rico income tax withholding and             
                                                reporting by the plan trustee could         
                                                apply to the distribution transaction.      

                                            .   If the plan trust is receiving GMIB         
                                                payments and the trust is subsequently      
                                                terminated, transforming the contract       
                                                into an individually owned NQ               
                                                contract, the trustee would be              
                                                responsible for the applicable Puerto       
                                                Rico income tax withholding and             
                                                reporting on the present value of the       
                                                remaining annuity payment stream.           

                                            .   AXA Equitable is a U.S. insurance           
                                                company, therefore distributions under      
                                                the NQ contract could be subject to         
                                                United States taxation and withholding      
                                                on a "taxable amount not determined"        
                                                basis.                                      

                                            We require owners or beneficiaries of           
                                            annuity contracts in Puerto Rico which are      
                                            not individuals to document their status        
                                            to avoid 30% FATCA withholding from             
                                            U.S.-source income.                             
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V-5 

APPENDIX V: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN  
FEATURES AND BENEFITS 

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                                                        [Enlarge/Download Table]

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 STATE           FEATURES AND BENEFITS          AVAILABILITY OR VARIATION                                                        
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 

RHODE ISLAND     See "Your right to cancel      If you reside in the state of Rhode                                              
                 within a certain number of     Island, you may cancel your variable                                             
                 days" in "Contract features    annuity contract and return it to us                                             
                 and benefits"                  within 15 days from the date you received                                        
                                                it. Your refund will equal your account                                          
                                                value under the contract on the day we                                           
                                                receive notification to cancel the                                               
                                                contract.                                                                        
---------------------------------------------------------------------------------------------------------------------------------

TEXAS            See "Your right to cancel      If you reside in the state of Texas, you                                         
                 within a certain number of     may cancel your variable annuity contract                                        
                 days" in "Contract features    and return it to us within 15 days from                                          
                 and benefits"                  the date you received it. Your refund will                                       
                                                equal your account value under the                                               
                                                contract on the day we receive                                                   
                                                notification to cancel the contract.                                             
---------------------------------------------------------------------------------------------------------------------------------

WASHINGTON D.C.  See "Your right to cancel      If you reside in the district of                                                 
                 within a certain number of     Washington, D.C., at the time the contract                                       
                 days" in "Contract features    was issued, you may return your Retirement                                       
                 and benefits"                  Cornerstone (R) Series E replacement                                             
                                                contract within 10 days from the date you                                        
                                                received it and receive a refund of your                                         
                                                Total account value under the contract on                                        
                                                the day we receive notification to cancel                                        
                                                the contract.                                                                    
---------------------------------------------------------------------------------------------------------------------------------

V-6 

APPENDIX V: STATE CONTRACT AVAILABILITY AND/OR VARIATIONS OF CERTAIN  
FEATURES AND BENEFITS 

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Appendix VI: Examples of Automatic payment plans                                

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The following examples illustrate the amount of the automatic withdrawals that  
would be taken under the various payment plans described in "Accessing your     
money" under "Automatic payment plans." The examples assume a $100,000          
allocation to the Protected Benefit account variable investment options with    
assumed investment performance of 0%. (The last example assumes an allocation   
to the Investment account.) The examples show how the different automatic       
payment plans can be used without reducing your GMIB benefit base. The examples 
are based on the applicable Roll-up rate shown below and assumes that the GMIB  
benefit base does not reset. Also, the examples reflect the effect on both the  
GMIB benefit base and the Roll-up to age 85 benefit base (used in the           
calculation of the "Greater of" death benefit).                                 

MAXIMUM PAYMENT PLAN                                                            

FULL ANNUAL WITHDRAWAL AMOUNT PAYMENT                                           

Under this payment plan, you will receive the Annual withdrawal amounts as      
scheduled payments. In this example, the "Withdrawal" column reflects the       
Annual withdrawal amounts for the years shown. Amounts in the "Withdrawal"      
column are calculated by multiplying the "Beginning of the year GMIB benefit    
base" by the "Annual Roll-up rate" in effect for each year.                     

                                                                [Download Table]

--------------------------------------------------------------------------------
        DEFERRAL                                                                
      ROLL-UP RATE/                                                             
         ANNUAL     BEGINNING OF YEAR GMIB            PERCENTAGE OF GMIB BENEFIT
YEAR  ROLL-UP RATE       BENEFIT BASE      WITHDRAWAL       BASE WITHDRAWN      
--------------------------------------------------------------------------------
                                                                                
1       4.8%/(a)/          $100,000          $    0              0.0%           
--------------------------------------------------------------------------------
2       4.3%/(a)/          $104,800          $    0              0.0%           
--------------------------------------------------------------------------------
3       5.2%/(a)/          $109,306          $    0              0.0%           
--------------------------------------------------------------------------------
4       5.4%/(a)/          $114,990          $    0              0.0%           
--------------------------------------------------------------------------------
5       5.0%/(a)/          $121,200          $    0              0.0%           
--------------------------------------------------------------------------------
6       4.7%/(b)/          $127,260          $5,981              4.7%           
--------------------------------------------------------------------------------
7       5.2%/(b)/          $127,260          $6,618              5.2%           
--------------------------------------------------------------------------------
8       5.4%/(b)/          $127,260          $6,872              5.4%           
--------------------------------------------------------------------------------
9       6.0%/(b)/          $127,260          $7,636              6.0%           
--------------------------------------------------------------------------------
10      7.3%/(b)/          $127,260          $9,290              7.3%           
--------------------------------------------------------------------------------

(a)the Deferral Roll-up rate applies.                                           
(b)the Annual Roll-up rate applies.                                             

CUSTOMIZED PAYMENT PLANS                                                        

GUARANTEED MINIMUM PERCENTAGE                                                   

Under this payment plan, you will receive as scheduled payments a withdrawal    
amount that is based on withdrawal percentage that is fixed at the lowest       
guaranteed Deferral Roll-up rate or Annual Roll-up rate of 4.0%. In this        
example, amounts in the "Withdrawal" column are calculated by multiplying the   
"Beginning of the year GMIB benefit base" by 4.0%.                              

                                                                [Download Table]

--------------------------------------------------------------------------------
        DEFERRAL                                                                
      ROLL-UP RATE/                                                             
         ANNUAL     BEGINNING OF YEAR GMIB            PERCENTAGE OF GMIB BENEFIT
YEAR  ROLL-UP RATE       BENEFIT BASE      WITHDRAWAL       BASE WITHDRAWN      
--------------------------------------------------------------------------------
                                                                                
 1      4.8%/(a)/          $100,000          $    0              0.0%           
--------------------------------------------------------------------------------
 2      4.3%/(a)/          $104,800          $    0              0.0%           
--------------------------------------------------------------------------------
 3      5.2%/(a)/          $109,306          $    0              0.0%           
--------------------------------------------------------------------------------
 4      5.4%/(a)/          $114,990          $    0              0.0%           
--------------------------------------------------------------------------------
 5      5.0%/(a)/          $121,200          $    0              0.0%           
--------------------------------------------------------------------------------
 6      4.7%/(b)/          $127,260          $5,090              4.0%           
--------------------------------------------------------------------------------
 7      5.2%/(b)/          $128,151          $5,126              4.0%           
--------------------------------------------------------------------------------
 8      5.4%/(b)/          $129,688          $5,188              4.0%           
--------------------------------------------------------------------------------

VI-1  

APPENDIX VI: EXAMPLES OF AUTOMATIC PAYMENT PLANS  

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        DEFERRAL                                                                
      ROLL-UP RATE/                                                             
         ANNUAL     BEGINNING OF YEAR GMIB            PERCENTAGE OF GMIB BENEFIT
YEAR  ROLL-UP RATE       BENEFIT BASE      WITHDRAWAL       BASE WITHDRAWN      
--------------------------------------------------------------------------------
                                                                                
9       6.0%/(b)/          $131,504          $5,260              4.0%           
--------------------------------------------------------------------------------
10      7.3%/(b)/          $134,134          $5,365              4.0%           
--------------------------------------------------------------------------------

(a)the Deferral Roll-up rate applies.                                           
(b)the Annual Roll-up rate applies.                                             

FIXED PERCENTAGE BELOW THE ANNUAL ROLL-UP RATE (1.0% BELOW)                     

Under this payment plan, you will receive as scheduled payments a withdrawal    
amount that is based on a fixed percentage that is less than the applicable     
Annual Roll-up rate in effect for each contract year. In this example, the      
contract owner has requested that we pay scheduled payments that are 1.00%      
below the Annual Roll-up rate in effect for each year. Amounts in the           
"Withdrawal" column are calculated by multiplying the "Beginning of the year    
GMIB benefit base" by the "Percentage of GMIB benefit base withdrawn."          

                                                                [Download Table]

-----------------------------------------------------------------------------------
        DEFERRAL                                                                   
      ROLL-UP RATE/                                                                
         ANNUAL     BEGINNING OF YEAR GMIB               PERCENTAGE OF GMIB BENEFIT
YEAR  ROLL-UP RATE       BENEFIT BASE      WITHDRAWAL          BASE WITHDRAWN      
-----------------------------------------------------------------------------------
                                                                                   
1       4.8%/(a)/          $100,000            $    0                 0.0%         
-----------------------------------------------------------------------------------
2       4.3%/(a)/          $104,800            $    0                 0.0%         
-----------------------------------------------------------------------------------
3       5.2%/(a)/          $109,306            $    0                 0.0%         
-----------------------------------------------------------------------------------
4       5.4%/(a)/          $114,990            $    0                 0.0%         
-----------------------------------------------------------------------------------
5       5.0%/(a)/          $121,200            $    0                 0.0%         
-----------------------------------------------------------------------------------
6       4.7%/(b)/          $127,260          $5,090/(c)/            4.0%/(c)/      
-----------------------------------------------------------------------------------
7       5.2%/(b)/          $128,151            $5,382                 4.2%         
-----------------------------------------------------------------------------------
8       5.4%/(b)/          $129,432            $5,695                 4.4%         
-----------------------------------------------------------------------------------
9       6.0%/(b)/          $130,726            $6,536                 5.0%         
-----------------------------------------------------------------------------------
10      7.3%/(b)/          $132,034            $8,318                 6.3%         
-----------------------------------------------------------------------------------

(a)the Deferral Roll-up rate applies.                                           
(b)the Annual Roll-up rate applies.                                             
(c)In contract year 6, the fixed percentage would have resulted in a payment    
less than 4.0%. In this case, the withdrawal percentage is 4.0%.          

FIXED PERCENTAGE OF 5.5%                                                        

Under this payment plan, you will receive a withdrawal amount based on a fixed  
percentage that cannot exceed the Annual Roll-up rate in effect for each year.  
In this example, the contract owner has elected to receive withdrawals at a     
fixed percentage of 5.5%. Amounts in the "Withdrawal" column are calculated by  
multiplying the "Beginning of the year GMIB benefit base" by the "Percentage of 
GMIB benefit base withdrawn."                                                   

                                                                [Download Table]

-----------------------------------------------------------------------------------
        DEFERRAL                                                                   
      ROLL-UP RATE/                                                                
         ANNUAL     BEGINNING OF YEAR GMIB               PERCENTAGE OF GMIB BENEFIT
YEAR  ROLL-UP RATE       BENEFIT BASE      WITHDRAWAL          BASE WITHDRAWN      
-----------------------------------------------------------------------------------
                                                                                   
1       4.8%/(a)/          $100,000            $    0              0.0%            
-----------------------------------------------------------------------------------
2       4.3%/(a)/          $104,800            $    0              0.0%            
-----------------------------------------------------------------------------------
3       5.2%/(a)/          $109,306            $    0              0.0%            
-----------------------------------------------------------------------------------
4       5.4%/(a)/          $114,990            $    0              0.0%            
-----------------------------------------------------------------------------------
5       5.0%/(a)/          $121,200            $    0              0.0%            
-----------------------------------------------------------------------------------
6       4.7%/(b)/          $127,260          $5,981/(c)/         4.7%/(c)/         
-----------------------------------------------------------------------------------
7       5.2%/(b)/          $127,260          $6,618/(c)/         5.5%/(c)/         
-----------------------------------------------------------------------------------
8       5.4%/(b)/          $127,260          $6,872/(c)/         5.4%/(c)/         
-----------------------------------------------------------------------------------
9       6.0%/(b)/          $127,260          $6,999/(c)/         5.2%/(c)/         
-----------------------------------------------------------------------------------
10      7.3%/(b)/          $127,896          $7,034/(d)/         5.5%/(d)/         
-----------------------------------------------------------------------------------

(a)the Deferral Roll-up rate applies.                                           
(b)the Annual Roll-up rate applies.                                             
(c)In contract years 6, 7 and 8 the contract owner received withdrawal amounts  
based on the Annual Roll-up rate for each contract year. In each year, the
Annual Roll-up rate was less than the withdrawal percentage selected.     
(d)In contract years 9 and 10, the contract owner received withdrawal amounts   
of 5.5% even though the Annual Roll-up rates in effect in those years were
greater.                                                                  

VI-2  

APPENDIX VI: EXAMPLES OF AUTOMATIC PAYMENT PLANS  

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FIXED DOLLAR OF $7,000                                                          

Under this payment plan, you will receive a withdrawal amount that is based on  
a fixed dollar amount. The fixed dollar amount may not exceed the Annual        
withdrawal amount in any contract year. In this example, the contract owner has 
elected to receive withdrawals of $7,000. Amounts in the "Withdrawal" column    
are calculated by multiplying the "Beginning of the year GMIB benefit base" by  
the "Percentage of GMIB benefit base withdrawn."                                

                                                                [Download Table]

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        DEFERRAL                                                                   
      ROLL-UP RATE/                                                                
         ANNUAL     BEGINNING OF YEAR GMIB               PERCENTAGE OF GMIB BENEFIT
YEAR  ROLL-UP RATE       BENEFIT BASE      WITHDRAWAL          BASE WITHDRAWN      
-----------------------------------------------------------------------------------
                                                                                   
1       4.8%/(a)/          $100,000            $    0                 0.0%         
-----------------------------------------------------------------------------------
2       4.3%/(a)/          $104,800            $    0                 0.0%         
-----------------------------------------------------------------------------------
3       5.2%/(a)/          $109,306            $    0                 0.0%         
-----------------------------------------------------------------------------------
4       5.4%/(a)/          $114,990            $    0                 0.0%         
-----------------------------------------------------------------------------------
5       5.0%/(a)/          $121,200            $    0                 0.0%         
-----------------------------------------------------------------------------------
6       4.7%/(b)/          $127,260          $5,981/(c)/            4.7%/(c)/      
-----------------------------------------------------------------------------------
7       5.2%/(b)/          $127,260          $6,618/(c)/            5.2%/(c)/      
-----------------------------------------------------------------------------------
8       5.4%/(b)/          $127,260          $6,872/(c)/            5.4%/(c)/      
-----------------------------------------------------------------------------------
9       6.0%/(b)/          $127,260            $7,000                 5.5%         
-----------------------------------------------------------------------------------
10      7.3%/(b)/          $127,895            $7,000                 5.5%         
-----------------------------------------------------------------------------------

(a)the Deferral Roll-up rate applies.                                           
(b)the Annual Roll-up rate applies.                                             
(c)In contract years 6 through 8, the contract owner received the Annual        
withdrawal amount for those years.                                        

FIXED PERCENTAGE OF 5.50% FROM BOTH YOUR PROTECTED BENEFIT ACCOUNT AND YOUR     
INVESTMENT ACCOUNT                                                              

Under this payment plan, you can receive a fixed dollar amount or an amount     
based on a fixed percentage as scheduled payments that may be greater than your 
Annual withdrawal amount. Your Annual withdrawal amount will be withdrawn       
first. Any requested amount in excess of the Annual withdrawal amount will be   
withdrawn from your Investment account. In this example, the contract owner has 
elected to receive withdrawals at a fixed percentage of 5.50%.                  

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------------------------
        DEFERRAL                                                                                        
      ROLL-UP RATE                         WITHDRAWAL FROM  ADDITIONAL WITHDRAWAL                       
         ANNUAL    BEGINNING OF YEAR GMIB PROTECTED BENEFIT    FROM INVESTMENT      PERCENTAGE OF GMIB  
YEAR  ROLL-UP RATE      BENEFIT BASE        ACCOUNT VALUE          ACCOUNT        BENEFIT BASE WITHDRAWN
--------------------------------------------------------------------------------------------------------
                                                                                                        
1      4.8%/(a)/          $100,000             $    0              $    0                  0.0%         
--------------------------------------------------------------------------------------------------------
2      4.3%/(a)/          $104,800             $    0              $    0                  0.0%         
--------------------------------------------------------------------------------------------------------
3      5.2%/(a)/          $109,306             $    0              $    0                  0.0%         
--------------------------------------------------------------------------------------------------------
4      5.4%/(a)/          $114,990             $    0              $    0                  0.0%         
--------------------------------------------------------------------------------------------------------
5      5.0%/(a)/          $121,200             $    0              $    0                  0.0%         
--------------------------------------------------------------------------------------------------------
6      4.7%/(b)/          $127,260             $5,981              $1,018                  5.5%         
--------------------------------------------------------------------------------------------------------
7      5.2%/(b)/          $127,260             $6,618              $ 382                   5.5%         
--------------------------------------------------------------------------------------------------------
8      5.4%/(b)/          $127,260             $6,872              $ 127                   5.5%         
--------------------------------------------------------------------------------------------------------
9      6.0%/(b)/          $127,260             $6,999              $    0                  5.5%         
--------------------------------------------------------------------------------------------------------
10     7.3%/(b)/          $127,896             $7,034              $    0                  5.5%         
--------------------------------------------------------------------------------------------------------

(a)the Deferral Roll-up rate applies.                                           
(b)the Annual Roll-up rate applies.                                             

VI-3  

APPENDIX VI: EXAMPLES OF AUTOMATIC PAYMENT PLANS  

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Appendix VII: Examples of how withdrawals affect your Guaranteed benefit bases  

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EXAMPLES FOR GMIB                                                               

EXAMPLE #1                                                                      

As described below, this example assumes that Protected Benefit account value   
is LESS THAN the GMIB benefit base at the time of the first withdrawal.         
Assuming $100,000 is invested in the Protected Benefit variable investment      
options, with no additional contributions, and no transfers, the GMIB benefit   
base and the Guaranteed minimum death benefit base for an owner age 60 would be 
calculated as follows:                                                          

                                                        [Enlarge/Download Table]
                                                                                                                    
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                                                                        GUARANTEED MINIMUM DEATH BENEFIT            
                                                                        --------------------------------            

                                                                              HIGHEST                               
                  PROTECTED                                    RETURN OF    ANNIVERSARY      ROLL-UP                
END OF    ASSUMED  BENEFIT                         GMIB        PRINCIPAL       VALUE        TO AGE 85   "GREATER OF"
CONTRACT    NET    ACCOUNT             ROLL-UP    BENEFIT       BENEFIT       BENEFIT        BENEFIT      BENEFIT   
 YEAR     RETURN    VALUE   WITHDRAWAL  RATE       BASE          BASE          BASE           BASE          BASE    
--------------------------------------------------------------------------------------------------------------------
   0              $100,000                     $100,000/(3)/ $100,000/(1)/  $100,000/(2)/ $100,000/(3)/   $100,000  
--------------------------------------------------------------------------------------------------------------------
   1       3.0 %  $103,000    $   0     4.0%   $104,000/(3)/ $100,000/(1)/  $103,000/(2)/ $104,000/(3)/   $104,000  
--------------------------------------------------------------------------------------------------------------------
   2       4.0 %  $107,120    $   0     4.0%   $108,160/(3)/ $100,000/(1)/  $107,120/(2)/ $108,160/(3)/   $108,160  
--------------------------------------------------------------------------------------------------------------------
   3       6.0 %  $113,547    $   0     4.0%   $113,547/(3)/ $100,000/(1)/  $113,547/(2)/ $113,547/(3)/   $113,547  
--------------------------------------------------------------------------------------------------------------------
   4       6.0 %  $120,360    $   0     4.0%   $120,360/(3)/ $100,000/(1)/  $120,360/(2)/ $120,360/(3)/   $120,360  
--------------------------------------------------------------------------------------------------------------------
   5       7.0 %  $128,785    $   0     4.0%   $128,785/(3)/ $100,000/(1)/  $128,785/(2)/ $128,785/(3)/   $128,785  
--------------------------------------------------------------------------------------------------------------------

CONTRACT YEARS 1-5:                                                             

At the end of contract years 1-5, the Guaranteed benefit bases are as follows:  

(1)The RETURN OF PRINCIPAL BENEFIT BASE is equal to the initial contribution to 
the Protected Benefit variable investment options, or $100,000.           

(2)The HIGHEST ANNIVERSARY VALUE BENEFIT BASE is equal to the greater of the    
Protected Benefit account value and the Highest Anniversary Value benefit 
base as of the last contract date anniversary.                            

For example:                                                                    

 .   At the end of contract year 3, the Highest Anniversary Value benefit base
is $113,547. This is because the Protected Benefit account value    
    ($113,547) is greater than the Highest Anniversary Value benefit base as
of the last contract date anniversary.                              

(3)The ROLL-UP TO AGE 85 BENEFIT BASE AND THE GMIB BENEFIT BASE (the "Roll-up   
benefit bases") are equal to the Roll-up benefit bases as of the last     
contract date anniversary plus the Deferral Roll-up amount (the Roll-up   
benefit bases as of the last contract date anniversary multiplied by the  
assumed Deferral Roll-up rate). Unless you decline or elect a different   
annual reset option, you will be enrolled in the automatic annual reset   
program and your Roll-up benefit bases will automatically "reset" to equal
the Protected Benefit account, if higher than the prior Roll-up benefit   
  bases, every contract year from your contract issue date, up to the contract
 anniversary following your 85th birthday (for the Roll-up to age 85 benefit
base) or your 95th birthday (for the GMIB benefit base). Beginning in the 
contract year that follows the contract year in which you fund your       
Protected Benefit account, if your Lifetime GMIB payments have not begun, 
you can withdraw up to your Annual withdrawal amount without reducing your
Roll-up benefit bases. However, those same withdrawals will reduce the    
  Annual Roll-up amount that would otherwise be applied to the Roll-up benefit
bases at the end of the contract year. Remember that the Roll-up amount   
 applicable under your contract does not become part of your Roll-up benefit
bases until the end of the contract year except in the year in which you  
die. In the event of your death, a pro-rata portion of the Roll-up amount 
will be added to the Roll-up to age 85 benefit base.                      

For example:                                                                    

.   At the end of contract year 2, the Roll-up benefit bases are equal to   
  $108,160. This is calculated by taking the Roll-up benefit bases as of
the last contract date anniversary $104,000, and multiplying it by  
Roll-up rate of 4%. ($104,000 x 1.04 = $108,160).                   

VII-1 

APPENDIX VII: EXAMPLES OF HOW WITHDRAWALS AFFECT YOUR GUARANTEED BENEFIT BASES  

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For both Alternatives below, the Annual withdrawal amount in contract year 6    
equals $5,151 [4% (Roll-up rate) x $128,785 (the GMIB benefit base)].           

                                                        [Enlarge/Download Table]

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                                                                          GUARANTEED MINIMUM DEATH BENEFIT           
                                                                          --------------------------------           

                                                                               HIGHEST                               
                   PROTECTED                                    RETURN OF    ANNIVERSARY     ROLL-UP                 
 END OF    ASSUMED  BENEFIT                         GMIB        PRINCIPAL       VALUE       TO AGE 85    "GREATER OF"
 CONTRACT    NET    ACCOUNT             ROLL-UP    BENEFIT       BENEFIT       BENEFIT       BENEFIT       BENEFIT   
   YEAR    RETURN    VALUE   WITHDRAWAL  RATE       BASE          BASE          BASE          BASE           BASE    
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     

Alternative #1: Owner withdraws the                                                                                  
  Annual withdrawal amount, which equals $5,151                                                                      
 Year 6    (5.0)%  $122,346    $5,151    4.0%    $128,785/(6)/ $95,790/(4)/ $123,634/(5)/  $128,785/(6)/   $128,785  
---------------------------------------------------------------------------------------------------------------------

YEAR 7 ANNUAL WITHDRAWAL AMOUNT:       $5,151/(7)/                                                                   

Alternative #2: Owner withdraws $7,000, which is in excess of the Annual withdrawal amount                           
 Year 6    (5.0)%  $122,346    $7,000    4.0%   $126,839/(10)/ $94,279/(8)/ $121,766/(9)/ $126,839/(10)/   $126,839  
---------------------------------------------------------------------------------------------------------------------

YEAR 7 ANNUAL WITHDRAWAL AMOUNT:       $5,074/(11)/                                                                  

ALTERNATIVE #1: CONTRACT YEAR 6 (OWNER WITHDRAWS ANNUAL WITHDRAWAL AMOUNT)      

The pro-rata calculation for the Return of Principal benefit base is as         
follows: Since the withdrawal amount of $5,151 equals 4.21% of the Protected    
Benefit account value ($5,151 divided by $122,346 = 4.21%), each benefit base   
would be reduced by 4.21%.                                                      

At the end of contract year 6, the Guaranteed benefit bases are as follows:     

(4)The RETURN OF PRINCIPAL BENEFIT BASE is reduced pro-rata, as follows:        
$100,000 (Return of Principal benefit base as of the last contract date   
anniversary)-$4,210 (4.21% x $100,000) = $95,790.                         

(5)The HIGHEST ANNIVERSARY VALUE BENEFIT BASE is reduced dollar-for-dollar, as  
follows: $128,785 (Highest Anniversary Value benefit base as of the last  
contract date anniversary) - $5,151 = $123,634.                           

(6)The ROLL-UP TO AGE 85 BENEFIT BASE AND THE GMIB BENEFIT BASE are equal to    
$128,785, (the Roll-up benefit bases as of the last contract date         
  anniversary). Since the full Annual withdrawal amount was taken, the Roll-up
benefit bases neither decrease nor increase;                              

(7)As a result of the withdrawal in contract year 6, the Annual withdrawal      
amount in contract year 7 is $5,151 [4% (Roll-up rate) x $128,785 (the    
Roll-up benefit bases as of the sixth contract anniversary)].             

ALTERNATIVE #2: CONTRACT YEAR 6 (OWNER TAKES AN "EXCESS WITHDRAWAL")            

The pro-rata calculation for the reduction in the Return of Principal benefit   
base is as follows: Since the withdrawal amount of $7,000 equals 5.721% of the  
Protected Benefit account value ($7,000 divided by $122,346 = 5.721%), each     
benefit base would be reduced by 5.721%.                                        

The pro-rata calculation for the reduction in the Roll-up benefit bases is as   
follows: $7,000 (the amount of the withdrawal) - $5,151 (the Annual withdrawal  
amount) = $1,849 (the "Excess withdrawal" amount). Since the amount of the      
Excess withdrawal equals 1.511% of the Protected Benefit account value ($1,849  
divided by $122,346 = 1.511%), the Roll-up benefit bases would be reduced by    
1.511%.                                                                         

Please note that the Excess withdrawal in this example does not represent a RMD 
payment made through our automatic RMD service. For more information on RMD     
payments through our automatic RMD service, please see "Lifetime required       
minimum distribution withdrawals" in "Accessing your money" earlier in this     
Prospectus.                                                                     

At the end of contract year 6, the Guaranteed benefit bases are as follows:     

(8)The RETURN OF PRINCIPAL BENEFIT BASE is reduced pro-rata, as follows:        
$100,000 (Return of Principal benefit base as of the last contract date   
anniversary) - $5,721 (5.721% x $100,000) = $94,279.                      

(9)The HIGHEST ANNIVERSARY VALUE BENEFIT BASE is reduced dollar-for-dollar and  
  pro-rata, as follows: $128,785 (Highest Anniversary Value benefit base as of
the last contract date anniversary) - $5,151 (Annual Withdrawal Amount) - 
$1,868 [($128,785 - $5,151) x 1.511%] = $121,766.                         

(10)The ROLL-UP TO AGE 85 BENEFIT BASE and the GMIB benefit base are reduced    
pro-rata, as follows: $128,785 (the Roll-up benefit bases as of the last
contract date anniversary) - $1,946 (1.511% x $128,785) = $126,839.     

(11)As a result of the Excess withdrawal in contract year 6, the Annual         
withdrawal amount in contract year 7 is $5,074 [4% (Roll-up rate)       
x $126,839 (the Roll-up benefit bases as of the sixth contract          
anniversary)].                                                          

VII-2 

APPENDIX VII: EXAMPLES OF HOW WITHDRAWALS AFFECT YOUR GUARANTEED BENEFIT BASES  

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EXAMPLE #2                                                                      

As described below, this example assumes that Protected Benefit account value   
is GREATER THAN the GMIB benefit base at the time of the first withdrawal.      
Assuming $100,000 is invested in the Protected Benefit variable investment      
options, with no additional contributions, and no transfers, the GMIB benefit   
base and the Guaranteed minimum death benefit base for an owner age 60 would be 
calculated as follows:                                                          

                                                        [Enlarge/Download Table]

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

                                                                        GUARANTEED MINIMUM DEATH BENEFIT            
                                               -                        --------------------------------            

                                                                              HIGHEST                               
                  PROTECTED                                    RETURN OF    ANNIVERSARY      ROLL-UP                
END OF    ASSUMED  BENEFIT                         GMIB        PRINCIPAL       VALUE        TO AGE 85   "GREATER OF"
CONTRACT    NET    ACCOUNT             ROLL-UP    BENEFIT       BENEFIT       BENEFIT        BENEFIT      BENEFIT   
 YEAR     RETURN    VALUE   WITHDRAWAL  RATE       BASE          BASE          BASE           BASE          BASE    
--------------------------------------------------------------------------------------------------------------------
                                                                                                                    
   0              $100,000                     $100,000/(3)/ $100,000/(1)/  $100,000/(2)/ $100,000/(3)/   $100,000  
--------------------------------------------------------------------------------------------------------------------
   1         3.0% $103,000    $   0     4.0%   $104,000/(3)/ $100,000/(1)/  $103,000/(2)/ $104,000/(3)/   $104,000  
--------------------------------------------------------------------------------------------------------------------
   2         4.0% $107,120    $   0     4.0%   $108,160/(3)/ $100,000/(1)/  $107,120/(2)/ $108,160/(3)/   $108,160  
--------------------------------------------------------------------------------------------------------------------
   3         6.0% $113,547    $   0     4.0%   $113,547/(3)/ $100,000/(1)/  $113,547/(2)/ $113,547/(3)/   $113,547  
--------------------------------------------------------------------------------------------------------------------
   4         6.0% $120,360    $   0     4.0%   $120,360/(3)/ $100,000/(1)/  $120,360/(2)/ $120,360/(3)/   $120,360  
--------------------------------------------------------------------------------------------------------------------
   5         7.0% $128,785    $   0     4.0%   $128,785/(3)/ $100,000/(1)/  $128,785/(2)/ $128,785/(3)/   $128,785  
--------------------------------------------------------------------------------------------------------------------

CONTRACT YEARS 1-5:                                                             

At the end of contract years 1-5, the Guaranteed benefit bases are as follows:  

(1)The RETURN OF PRINCIPAL BENEFIT BASE is equal to the initial contribution to 
the Protected Benefit variable investment options, or $100,000.           

(2)The HIGHEST ANNIVERSARY VALUE BENEFIT BASE is equal to the greater of the    
Protected Benefit account value and the Highest Anniversary Value benefit 
base as of the last contract date anniversary.                            

For example:                                                                    

 .   At the end of contract year 3, the Highest Anniversary Value benefit base
is $113,547. This is because the Protected Benefit account value    
    ($113,547) is greater than the Highest Anniversary Value benefit base as
of the last contract date anniversary ($107,120).                   

(3)The ROLL-UP TO AGE 85 BENEFIT BASE AND THE GMIB BENEFIT BASE (the "Roll-up   
benefit bases") are equal to the Roll-up benefit bases as of the last     
contract date anniversary plus the Deferral Roll-up amount (the Roll-up   
  benefit bases as of the last contract date anniversary multiplied by Roll-up
  rate). Unless you decline or elect a different annual reset option, you will
be enrolled in the automatic annual reset program and your Roll-up benefit
 bases will automatically "reset" to equal the Protected Benefit account, if
higher than the prior Roll-up benefit bases, every contract year from your
  contract issue date, up to the contract date anniversary following your 85th
  birthday (for the Roll-up to age 85 benefit base) or your 95th birthday (for
the GMIB benefit base). Beginning in the contract year that follows the   
contract year in which you fund your Protected Benefit account, if your   
Lifetime GMIB payments have not begun, you can withdraw up to your Annual 
withdrawal amount without reducing your Roll-up benefit bases. However,   
those same withdrawals will reduce the Annual Roll-up amount that would   
  otherwise be applied to the Roll-up benefit bases at the end of the contract
year. Remember that the Roll-up amount applicable under your contract does
 not become part of your Roll-up benefit bases until the end of the contract
year except in the year in which you die. In the event of your death, a   
pro-rata portion of the Roll-up amount will be added to the Roll-up to age
85 benefit base.                                                          

For example:                                                                    

.   At the end of contract year 2, the Roll-up benefit bases are equal to   
  $108,160. This is calculated by taking the Roll-up benefit bases as of
the last contract date anniversary $104,000, and multiplying it by  
Roll-up rate of 4% ($104,000 x 1.04 = $108,160).                    

.   At the end of contract year 3, the Roll-up benefit bases are equal to   
    $113,547. This is because the Protected Benefit account value ($113,547)
is greater than the Roll-up benefit bases as the last contract date 
anniversary ($108,160) plus Roll-up amount ($4,326).                

VII-3 

APPENDIX VII: EXAMPLES OF HOW WITHDRAWALS AFFECT YOUR GUARANTEED BENEFIT BASES  

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For both Alternatives below, the Annual withdrawal amount in contract year 6    
equals $5,151 [4% (Roll-up rate) x $128,785 (the GMIB benefit base)].           

                                                        [Enlarge/Download Table]

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

                                                               GUARANTEED MINIMUM                                             
                                                                 DEATH BENEFIT                                                
                                                                 -------------                                                

                                                                             HIGHEST                                          
  END            PROTECTED                                    RETURN OF    ANNIVERSARY                                        
   OF    ASSUMED  BENEFIT                         GMIB        PRINCIPAL       VALUE     ROLL-UP TO AGE 85                     
CONTRACT  NET     ACCOUNT             ROLL-UP    BENEFIT       BENEFIT       BENEFIT         BENEFIT      "GREATER OF" BENEFIT
  YEAR   RETURN    VALUE   WITHDRAWAL  RATE       BASE          BASE          BASE            BASE                BASE        
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              

Alternative #1: Owner withdraws the                                                                                           
  Annual withdrawal amount, which equals                                                                                      
  $5,151                                                                                                                      
Year 6    5.0%   $135,224  $5,151     4.0%     $130,073/(6)/ $96,190/(4)/ $130,073/(5)/  $130,073/(6)/    $130,073            
------------------------------------------------------------------------------------------------------------------------------

YEAR 7 ANNUAL WITHDRAWAL AMOUNT:    $5,203/(7)/                                                                               

Alternative #2: Owner withdraws $7,000, which                                                                                 
  is in excess of the Annual withdrawal amount                                                                                
 Year                                                                                                                         
  6      5.0 %   $135,224  $7,000     4.0%    $128,224/(10)/ $94,823/(8)/ $128,224/(9)/ $128,224/(10)/    $128,224            
------------------------------------------------------------------------------------------------------------------------------

YEAR 7 ANNUAL WITHDRAWAL AMOUNT:   $5,129/(11)/                                                                               

ALTERNATIVE #1: CONTRACT YEAR 6 (OWNER WITHDRAWS ANNUAL WITHDRAWAL AMOUNT)      

The pro-rata calculation for the Return of Principal benefit base is as         
follows: Since the withdrawal amount of $5,151 equals 3.810% of the Protected   
Benefit account value ($5,151 divided by $135,224 = 3.810%), each benefit base  
would be reduced by 3.810%.                                                     

At the end of contract year 6, the Guaranteed benefit bases are as follows:     

(4)The RETURN OF PRINCIPAL BENEFIT BASE is reduced pro-rata, as follows:        
$100,000 (benefit base as of the last contract date anniversary)- $3,810  
(3.810% x $100,000) = $96,190.                                            

(5)The HIGHEST ANNIVERSARY VALUE BENEFIT BASE is reduced dollar-for-dollar as   
follows: $128,785 (Highest Anniversary Value benefit base as of the last  
contract date anniversary) - $5,151 = $123,634. The Highest Anniversary   
Value benefit base is reset to the Protected Benefit account value after  
withdrawal ($130,073).                                                    

(6)The ROLL-UP TO AGE 85 BENEFIT BASE AND GMIB BENEFIT BASE are reset to the    
Protected Benefit Account Value after withdrawal $130,073.                

(7)As a result of the withdrawal in contract year 6, the Annual withdrawal      
amount in contract year 7 is $5,203 [4% (Roll-up rate) x $130,073 (the    
Roll-up benefit bases as of the sixth contract anniversary)].             

ALTERNATIVE #2: CONTRACT YEAR 6 (OWNER TAKES AN "EXCESS WITHDRAWAL")            

The pro-rata calculation for the reduction in the Return of Principal benefit   
base is as follows: Since the withdrawal amount of $7,000 equals 5.177% of the  
Protected Benefit account value ($7,000 divided by $135,224 = 5.177%), each     
benefit base would be reduced by 5.177%.                                        

The pro-rata calculation for the reduction in the Highest Anniversary Value     
benefit base and the Roll-up benefit bases is as follows: $7,000 (the amount of 
the withdrawal) - $5,151 (the Annual withdrawal amount) = $1,849 (the "Excess   
withdrawal" amount). Since the amount of the Excess withdrawal equals 1.367% of 
the Protected Benefit account value ($1,849 divided by $135,224 = 1.367%), the  
Highest Anniversary Value benefit base and the Roll-up benefit bases would be   
reduced by 1.367%.                                                              

Please note that the Excess withdrawal in this example does not represent a RMD 
payment made through our automatic RMD service. For more information on RMD     
payments through our automatic RMD service, please see "Lifetime required       
minimum distribution withdrawals" in "Accessing your money" earlier in this     
Prospectus.                                                                     

At the end of contract year 6, the Guaranteed benefit bases are as follows:     

(8)The Return of Principal benefit base is reduced pro-rata, as follows:        
$100,000 (Return of Principal benefit base as of the last contract date   
anniversary) - $5,177 (5.177% x $100,000) = $94,823.                      

(9)The Highest Anniversary Value benefit base is reduced dollar-fordollar and   
  pro-rata, as follows: $128,785 (Highest Anniversary Value benefit base as of
the last contract date anniversary) - $5,151 (Annual Withdrawal Amount) - 
$1,690 [($128,785 - $5,151) x 1.367%] = $121,944. The Highest Anniversary 
Value benefit base is reset to the Protected Benefit account value after  
withdrawals ($128,224).                                                   

(10)The Roll-up to age 85 benefit base and the GMIB benefit base are reduced    
pro-rata, as follows: $128,785 (the Roll-up benefit bases as of the last
contract date anniversary) - $1,760 (1.367% x $128,785) = $127,025. The 
Roll-up to age 85 benefit base and GMIB benefit base are reset to the   
Protected Benefit Account Value after withdrawal $128,224.              

(11)As a result of the Excess withdrawal in contract year 6, the Annual         
withdrawal amount in contract year 7 is $5,129 [4% (Roll-up rate)       
x $128,224 (the Roll-up benefit bases as of the sixth contract          
anniversary)].                                                          

VII-4 

APPENDIX VII: EXAMPLES OF HOW WITHDRAWALS AFFECT YOUR GUARANTEED BENEFIT BASES  

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EXAMPLE FOR RMD WEALTH GUARD DEATH BENEFIT                                      

EXAMPLE #3                                                                      

Assuming $100,000 is invested in the Protected Benefit variable investment      
options, with no additional contributions, and no transfers, the RMD Wealth     
Guard death benefit base for an owner age 65 would be calculated as follows:    

                                                        [Enlarge/Download Table]

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

                                 PROTECTED                   PROTECTED                       
                     ASSUMED      BENEFIT                     BENEFIT         RMD WEALTH     
      END              NET     ACCOUNT VALUE               ACCOUNT VALUE     GUARD DEATH     
OF CONTRACT YEAR AGE RETURN  BEFORE WITHDRAWAL WITHDRAWAL AFTER WITHDRAWAL   BENEFIT BASE    
---------------------------------------------------------------------------------------------
                                                                                             
       0         65              $100,000                     $100,000       $100,000/(1)/   
---------------------------------------------------------------------------------------------
       1         66    3.0%      $103,000        $    0       $103,000       $103,000/(1)/   
---------------------------------------------------------------------------------------------
       2         67    4.0%      $107,120        $    0       $107,120       $107,120/(1)/   
---------------------------------------------------------------------------------------------
       3         68  (1.0)%      $106,049        $5,000       $101,049       $102,069/(1)(2)/
---------------------------------------------------------------------------------------------
       4         69    3.0%      $104,080        $    0       $104,080       $104,080/(1)/   
---------------------------------------------------------------------------------------------
       5         70    4.0%      $108,243        $    0       $108,243       $108,243/(1)/   
---------------------------------------------------------------------------------------------

Alternative #1: Contract Year 6 (Owner withdraws RMD withdrawal amount)                      
       6         71    5.0%      $113,656        $4,293       $109,363       $109,363/(3)/   
---------------------------------------------------------------------------------------------
       7         72    3.0%      $112,644        $    0       $112,644       $109,363/(4)/   
---------------------------------------------------------------------------------------------

Alternative #2: Contract Year 6 (Owner takes a withdrawal in excess of RMD withdrawal        
  limit)                                                                                     
       6         71    5.0%      $113,656        $6,000       $107,656       $107,656/(5)/   
---------------------------------------------------------------------------------------------
       7         72    3.0%      $110,885        $    0       $110,885       $107,656/(6)/   
---------------------------------------------------------------------------------------------

CONTRACT YEARS 1-5:                                                             

At the end of contract years 1-5, the RMD Wealth Guard death benefit base is as 
follows:                                                                        

(1)The RMD Wealth Guard death benefit base is equal to the greater of the       
 Protected Benefit account value and the RMD Wealth Guard death benefit base
as of the last contract date anniversary.                                 

For example:                                                                    

 .   At the end of contract year 2, the RMD Wealth Guard death benefit base is
    $107,120. This is because the Protected Benefit account value ($107,120)
  is greater than the RMD Wealth Guard death benefit base as of the last
contract date anniversary ($103,000).                               

(2)The RMD Wealth Guard death benefit base would be reduced by a withdrawal on  
  a pro rata basis because the contract owner has not yet reached the calendar
year in which he or she will turn age 701/2 and is not yet eligible for   
 RMDs; accordingly, all withdrawals made prior to the calendar year in which
  the contract owner turns age 701/2 are treated as Excess RMD withdrawals and
reduce the benefit base on a pro rata basis.                              

For example:                                                                    

 .   At the end of contract year 3, the RMD Wealth Guard death benefit base is
 $102,069. After a withdrawal of $5,000, the Protected Benefit account
value is $101,049 (= $107,120 x (1 - 1.0%) - $5,000). Since the     
withdrawal amount of $5,000 equals 4.715% of the Protected Benefit  
account value before the withdrawal ($5,000 divided by $106,049 =   
4.715%), the RMD Wealth Guard death benefit base would be reduced by
     $5,051 (4.715% of $107,120) to be $102,069 (= $107,120 - $5,051). The RMD
 Wealth Guard death benefit base is greater than the Protected Benefit
    account value. As you can see, when the benefit base is greater than the
    account value, a pro rata deduction means the benefit base is reduced by
more than the amount of the withdrawals.                            

ALTERNATIVE #1: CONTRACT YEAR 6 (OWNER WITHDRAWS RMD WITHDRAWAL AMOUNT)         

(3)The RMD Wealth Guard death benefit base would not be reduced by a RMD        
withdrawal because it is not an Excess RMD withdrawal.                    

For example:                                                                    

 .   At the end of contract year 6, the RMD Wealth Guard death benefit base is
    $109,363. This is because the Protected Benefit account value ($109,363)
  is greater than the RMD Wealth Guard death benefit base as of the last
   contract date anniversary ($108,243). In addition, since the withdrawal
 of the $4,293 was not an Excess RMD withdrawal, it did not reduce the
benefit base.                                                       

(4)After the contract anniversary date following the first RMD withdrawal, the  
RMD Wealth Guard death benefit base stops resetting.                      

For example:                                                                    

 .   At the end of contract year 7, the RMD Wealth Guard death benefit base is
    $109,363. This is the RMD Wealth Guard death benefit base as of the last
contract date anniversary ($109,363).                               

VII-5 

APPENDIX VII: EXAMPLES OF HOW WITHDRAWALS AFFECT YOUR GUARANTEED BENEFIT BASES  

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ALTERNATIVE #2: CONTRACT YEAR 6 (OWNER TAKES A WITHDRAWAL IN EXCESS OF RMD      
WITHDRAWAL LIMIT)                                                               

(5)The RMD Wealth Guard death benefit base would be reduced by the portion of   
  the withdrawal amount in excess of RMD withdrawal limit on a pro rata basis.

For example:                                                                    

 .   At the end of contract year 6, the RMD Wealth Guard death benefit base is
$107,656. The withdrawal amount of $6,000 exceeds the RMD withdrawal
    limit ($4,293) by $1,707. The portion of the withdrawal amount in excess
   of RMD withdrawal limit ($1,707) equals 1.502% of the Protected Benefit
    account value ($1,707 divided by $113,656 = 1.502%) and RMD Wealth Guard
    death benefit base would be reduced by 1.502% to be $106,618 (= $108,243
- $1,625). The RMD Wealth Guard death benefit base resets to the    
Protected Benefit account value ($107,656).                         

(6)After a withdrawal is taken in the calendar year in which the age turns      
   701/2 or later year, the RMD Wealth Guard death benefit base stops resetting.

For example:                                                                    

 .   At the end of contract year 7, the RMD Wealth Guard death benefit base is
    $107,656. This is the RMD Wealth Guard death benefit base as of the last
contract date anniversary ($107,656).                               

VII-6 

APPENDIX VII: EXAMPLES OF HOW WITHDRAWALS AFFECT YOUR GUARANTEED BENEFIT BASES  

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Appendix VIII: Formula for asset transfer program for Guaranteed minimum income 
benefit                                                                         

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

As explained in the ''Guaranteed minimum income benefit (''GMIB'')'' section in 
this Prospectus, if you have the GMIB the portion of your contract invested in  
the Protected Benefit account will be subject to predetermined mathematical     
formulas that require transfers between the Protected Benefit account variable  
investment options which you have selected and the AXA Ultra Conservative       
Strategy investment option. This Appendix provides additional information       
regarding the formulas. The formulas are set when we issue your contract and do 
not change while the GMIB is in effect. On each valuation day, the formulas     
determine whether a transfer into or out of the AXA Ultra Conservative Strategy 
investment option is required. For purposes of these calculations, amounts in   
the Special DCA program designated for the Protected Benefit account variable   
investment options are excluded from amounts that are transferred into the AXA  
Ultra Conservative Strategy investment option.                                  

First, the following ATP formula is used to calculate a contract ratio:         

Contract Ratio = 1 - (A / B)                                                    

WHERE:                                                                          

A = Protected Benefit account value on the valuation day.                       

B = The current value of the GMIB benefit base on the valuation day including   
the pro rata portion of the applicable Roll-up amount.                          

Please see the ''Guaranteed minimum income benefit (''GMIB'')'' section in this 
Prospectus for more information on the GMIB benefit base.                       

The contract ratio is then compared to predetermined ''transfer points'' to     
determine what portion of Protected Benefit account value needs to be held in   
the AXA Ultra Conservative Strategy investment option. For your GMIB, there is  
a minimum and maximum transfer point, which is determined according to the      
following table.                                                                

                                                                [Download Table]

--------------------------------------------------------------------------
   ATP YEAR ANNIVERSARY      MINIMUM TRANSFER POINT MAXIMUM TRANSFER POINT
--------------------------------------------------------------------------
                                                                          
First day of first ATP year           15%                    25%          
--------------------------------------------------------------------------
            1st                       18%                    28%          
--------------------------------------------------------------------------
            2nd                       21%                    31%          
--------------------------------------------------------------------------
            3rd                       24%                    34%          
--------------------------------------------------------------------------
            4th                       27%                    37%          
--------------------------------------------------------------------------
            5th                       30%                    40%          
--------------------------------------------------------------------------
            6th                       33%                    43%          
--------------------------------------------------------------------------
            7th                       36%                    46%          
--------------------------------------------------------------------------
            8th                       39%                    49%          
--------------------------------------------------------------------------
            9th                       42%                    52%          
--------------------------------------------------------------------------
     10th (and later)                 45%                    55%          
--------------------------------------------------------------------------

The minimum and maximum transfer points are interpolated between the beginning  
of the ATP year Protected Benefit account value and end of ATP year Protected   
Benefit account value during the course of the ATP year. For example, during    
the first ATP year, the minimum transfer point moves from 15% on the first day  
of the first ATP year to 18% on the first day on the second ATP year. The       
maximum transfer point moves similarly during the first ATP year from 25% on    
the first day of the first ATP year to 28% on the first day on the second ATP   
year. The ranges for the first and second ATP year are shown in the charts      
below to illustrate the interpolation of transfer points between the beginning  
of an ATP year and the end of an ATP year.                                      

                                                                [Download Table]

-------------------------------------------------------------------------------
FIRST ATP YEAR RANGE:                                                          
-------------------------------------------------------------------------------
                                                                      MAY 14   
                                   MAY 15                            FIRST ATP 
                                  (DAY 1 OF                            YEAR    
                               FIRST ATP YEAR) AUG 15 NOV 15 FEB 15 ANNIVERSARY
-------------------------------------------------------------------------------
                                                                               
   Minimum Transfer Point            15%       15.75% 16.5%  17.25%     18%    
-------------------------------------------------------------------------------
   Maximum Transfer Point            25%       25.75% 26.5%  27.25%     28%    
-------------------------------------------------------------------------------

VIII-1  

APPENDIX VIII: FORMULA FOR ASSET TRANSFER PROGRAM FOR   
GUARANTEED MINIMUM INCOME BENEFIT 

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                                                                [Download Table]

--------------------------------------------------------------------------------
SECOND ATP YEAR RANGE:                                                          
--------------------------------------------------------------------------------
                                                                       MAY 14   
                                    MAY 14                           SECOND ATP 
                                  (DAY 1 OF                             YEAR    
                               SECOND ATP YEAR) AUG 15 NOV 15 FEB 15 ANNIVERSARY
--------------------------------------------------------------------------------
                                                                                
   Minimum Transfer Point            18%        18.75% 19.5%  20.25%     21%    
--------------------------------------------------------------------------------
   Maximum Transfer Point            28%        28.75% 29.5%  30.25%     31%    
--------------------------------------------------------------------------------

On each valuation day, the portion of your Protected Benefit account value to   
be held in the AXA Ultra Conservative Strategy investment option is determined  
by comparing the contract ratio to the transfer points. If the contract ratio   
is equal to or less than the minimum transfer point, all of the account value   
in the AXA Ultra Conservative Strategy investment option, if any, will be       
transferred to the Protected Benefit account variable investment options        
selected by you. If the contract ratio on the valuation day exceeds the minimum 
transfer point but is less than the maximum transfer point, amounts may be      
transferred either into or out of the AXA Ultra Conservative Strategy           
investment option depending on the account value already in the AXA Ultra       
Conservative Strategy investment option and the Special DCA program designated  
for the Protected Benefit account variable investment options. If the contract  
ratio on the valuation day is equal to or greater than the maximum transfer     
point, the total amount of the account value that is invested in the Protected  
Benefit account variable investment options selected by you, excluding amounts  
invested in the Special DCA program designated for the Protected Benefit        
account variable investment options, will be transferred into the AXA Ultra     
Conservative Strategy investment option.                                        

A separate formula, called the transfer amount formula, is used to calculate    
the amount that must be transferred either into or out of the AXA Ultra         
Conservative Strategy investment option. For example, the transfer amount       
formula seeks to reallocate account value such that for every 1% by which the   
contract ratio exceeds the minimum transfer point on a given valuation day, 10% 
of the Protected Benefit account value will be held in the AXA Ultra            
Conservative Strategy investment option and the Special DCA program designated  
for the Protected Benefit account variable investment options. When the         
contract ratio exceeds the minimum transfer point by 10% (i.e., it reaches the  
maximum transfer point), amounts will be transferred into the AXA Ultra         
Conservative Strategy investment option such that 100% of Protected Benefit     
account value will be invested in the AXA Ultra Conservative Strategy           
investment option and the Special DCA program designated for the Protected      
Benefit account variable investment options.                                    

The transfer amount formula first determines the target percentage that must be 
in the AXA Ultra Conservative Strategy investment option after the ATP transfer 
as follows:                                                                     

                                                                [Download Table]
             
        A - B
ATP% =  -----
         0.1 

WHERE:                                                                          

                                                                [Download Table]
                                                                                   
ATP% =  Required percentage of account value in the AXA Ultra Conservative Strategy
        investment option and the Special DCA pro-gram designated for the Protected
        Benefit account variable investment options after the ATP transfer.        

 A =    The contract ratio calculated on the valuation day.                        

 B =    The minimum transfer point on the valuation day.                           

 0.1 =  The 10% differential between the minimum transfer point and the maximum    
        transfer point.                                                            

The required amount of account value in the AXA Ultra Conservative Strategy     
investment option after the ATP transfer is calculated as follows:              

  ATP Amount = (A X B) - C

WHERE:                                                                    

                                                                [Download Table]
                                                                                  
A =  The ATP%.                                                                    

B =  Protected Benefit account value on the valuation day.                        

C =  Account value in the Special DCA program designated for the Protected Benefit
     account variable investment options on the valuation day.                    

The ATP Amount cannot be less than $0.                                          

The transfer amount formula is used to determine the transfer amount as follows:

                                                                [Download Table]
                                                                           
ATP transfer amount =  (ATP amount) - (account value currently in AXA Ultra
                       Conservative Strategy investment option)            

The ATP transfer amount is the amount that must be moved either in or out of    
the AXA Ultra Conservative Strategy investment option.                          

..   If the ATP transfer amount is positive, it will be moved into the AXA Ultra
Conservative Strategy investment option if it meets the minimum transfer
threshold.                                                              

VIII-2  

APPENDIX VIII: FORMULA FOR ASSET TRANSFER PROGRAM FOR   
GUARANTEED MINIMUM INCOME BENEFIT 

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..   If the ATP transfer amount is negative, it will be moved out of the AXA    
Ultra Conservative Strategy investment option if it meets the minimum   
transfer threshold described below.                                     

The minimum amount that will be transferred is the greater of 1% of the         
Protected Benefit account value or $1,000. The test for whether the ATP         
transfer amount meets the minimum transfer threshold is as follows:             

..   If the ATP transfer amount is less than the minimum transfer amount, the   
ATP transfer will not be processed.                                     

..   If the ATP transfer amount is greater than or equal to the minimum transfer
amount, the ATP transfer will be processed.                             

The following are examples of transactions under the ATP:                       

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------------------------
                                 EXAMPLE 1                          EXAMPLE 2                           EXAMPLE 3              
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
CONTRACT RATIO       25%                                37%                                 45%                                
-------------------------------------------------------------------------------------------------------------------------------
VALUATION DAY        4/th/ ATP year anniversary         5/th/ ATP year anniversary          6/th/ ATP year anniversary         
-------------------------------------------------------------------------------------------------------------------------------
TRANSFER POINTS      Minimum = 27%                      Minimum = 30%                       Minimum = 33%                      
                     Maximum = 37%                      Maximum = 40%                       Maximum = 43%                      
-------------------------------------------------------------------------------------------------------------------------------
ASSUMPTIONS          Protected Benefit account value    Protected Benefit account value     Protected Benefit account value    
                     = $100,000                         = $100,000                          = $100,000                         
                     AXA Ultra Conservative Strategy    AXA Ultra Conservative Strategy     AXA Ultra Conservative Strategy    
                     investment option = $40,000        investment option = $40,000         investment option = $40,000        
                     Special DCA program = $20,000      Special DCA program designated      Special DCA program designated     
                                                        for the Protected Benefit account   for the Protected Benefit account  
                                                        variable investment options =       variable investment options =      
                                                        $20,000                             $20,000                            
-------------------------------------------------------------------------------------------------------------------------------
TRANSFER POINT       Contract ratio is less than the    Contract ratio is greater than the  Contract ratio is greater than the 
VALUATION            minimum transfer point             minimum transfer point but less     maximum transfer point.            
                     therefore, all amounts must be     than maximum transfer point.        Therefore, all amounts not in the  
                     moved out of the AXA Ultra         Must determine amount to move       Special DCA program must be        
                     Conservative Strategy investment   in or out of the AXA Ultra          moved into the AXA Ultra           
                     option.                            Conservative Strategy investment    Conservative Strategy investment   
                                                        option, if necessary.               option.                            
-------------------------------------------------------------------------------------------------------------------------------
ATP%                 0%                                 (0.37 - 0.3) / 0.1 = 0.7 OR         100%                               
(Contract Ratio -                                       70%                                                                    
Minimum Transfer                                                                                                               
Point) / 0.1                                                                                                                   
-------------------------------------------------------------------------------------------------------------------------------
ATP AMOUNT           (0 * $100,000) - $20,000 =         (0.7 * $100,000) - $20,000 =        (1 * $100,000) - $20,000 =         
(ATP%*Protected      -$20,000 (cannot be less than $0)  $50,000                             $80,000                            
Benefit account      ATP Amount = $0                                                                                           
value) -Special DCA                                                                                                            
program designated                                                                                                             
for the Protected                                                                                                              
Benefit account                                                                                                                
variable investment                                                                                                            
options                                                                                                                        
-------------------------------------------------------------------------------------------------------------------------------
TRANSFER AMOUNT      $0 - $40,000 = -$40,000,           SCENARIO 1 - using current          $80,000 - $40,000 = $40,000        
(ATP Amount) -       (transferred out of the AXA Ultra  assumptions:                        (transferred into the AXA Ultra    
(Protected Benefit   Conservative Strategy investment   $50,000 - $40,000 = $10,000         Conservative Strategy investment   
account value        option)                            (transferred into the AXA Ultra     option)                            
currently in AXA                                        Conservative Strategy investment                                       
Ultra Conservative                                      option)                                                                
Strategy investment                                     SCENARIO 2 - if current amount                                         
option)                                                 in AXA Ultra Conservative                                              
                                                        Strategy investment option =                                           
                                                        $65,000 instead of $40,000:                                            
                                                        $50,000 - $65,000 = -                                                  
                                                        $15,000                                                                
                                                        (transferred out of the AXA Ultra                                      
                                                        Conservative Strategy investment                                       
                                                        option)                                                                
-------------------------------------------------------------------------------------------------------------------------------

ATP transfers into the AXA Ultra Conservative Strategy investment option will   
be transferred out of your Protected Benefit account variable investment        
options. No amounts will be transferred out of the Special DCA program. ATP     
transfers out of the AXA Ultra Conservative Strategy investment option will be  
allocated among the Protected Benefit account variable investment options       
included in your contract's allocation instructions. No amounts will be         
transferred into or out of the Special DCA program as a result of any ATP       
transfer.                                                                       

VIII-3  

APPENDIX VIII: FORMULA FOR ASSET TRANSFER PROGRAM FOR   
GUARANTEED MINIMUM INCOME BENEFIT 

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Your first ATP year is established at the time of your initial contribution or  
transfer to the Protected Benefit account. For example, if you make an initial  
contribution or transfer to the Protected Benefit account in the third contract 
year, that would be your first ATP year. The ATP year increases by one each     
subsequent contract year until you make an additional contribution or transfer  
to the Protected Benefit account.                                               

SUBSEQUENT CONTRIBUTIONS AND TRANSFERS                                          

Each time you make a subsequent contribution or transfer to your Protected      
Benefit account we will apply a set back adjustment formula. We use the formula 
to determine whether (and to what extent) your applicable transfer points may   
be "set back". Any set back of your transfer points will apply on the next      
business day. The formula we use to calculate the set back applicable to you    
may not be altered once you have the benefit. In general, the formula adjusts   
your applicable transfer points to reflect the weighted average age of all      
contributions and transfers made to the Protected Benefit account in relation   
to the GMIB benefit base on the day prior to the contribution or transfer.      

The set back adjustment formula determines the adjustment as follows:           

                                                                [Download Table]
                                        
ATP Year Set Back      (A - 1) X (B + C)
                   =   ---------------- 
                             D + C      

WHERE:                                                                          

                                                                [Download Table]
                                                                          
ATP Year Set Back = The number of years by which the beginning of contract
year ATP year will be set back.                                           
A =  The ATP year at the beginning of the contract year.                  

B =  Total contract year to date contributions and transfers to the       
     Protected Benefit account as of the day prior to the transaction date
     of the ATP set back calculation.                                     

C =  The contribution and/or transfer to the Protected Benefit account on 
     the transaction date of the ATP set back calculation.                

D =  The value of the GMIB benefit base including the pro rata Roll-up    
     amount as of the day prior to the ATP set back calculation.          

The result is rounded (either up or down as applicable) and the ATP year will   
be set back by the whole number of years produced by the formula. For example,  
if the result is 2.58, the number will be rounded up to 3 and the ATP year will 
be set back by 3 years. Therefore, if prior to the contribution or transfer you 
were in ATP year 6, month 8, you will be set back to ATP year 3, month 8.       

The following is an example of the ATP year set back:                           

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------------------------
                       CONTRIBUTION/TRANSFER #1            CONTRIBUTION/TRANSFER #2            CONTRIBUTION/TRANSFER #3      
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                                             
CURRENT ATP YEAR                                                  ATP year 4                                                 
                                                                   [A = 4]                                                   
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
ASSUMPTIONS       Contract is in month 3 of the       Contract is now in month 5 of       Contract is now in month 7 of      
                  current contract year.              the same contract year.             the same contract year.            
                  Total contract year to date         Total contract year to date         Total contract year to date        
                  contributions and transfers to the  contributions and transfers to the  contributions and transfers to the 
                  Protected Benefit account as of     Protected Benefit account as of     Protected Benefit account as of    
                  the valuation day prior to the      the valuation day prior to the      the valuation day prior to the     
                  transaction date of the ATP set     transaction date of the ATP set     transaction date of the ATP set    
                  back calculation = $0 [B = 0]       back calculation = $300             back calculation = $600            
                  The contribution and/or transfer    [B = 300]                           [B = 600]                          
                  to the Protected Benefit account    The contribution and/or transfer    The contribution and/or transfer   
                  on the transaction date of the      to the Protected Benefit account    to the Protected Benefit account   
                  ATP set back calculation = $300     on the transaction date of the      on the transaction date of the     
                  [C = 300]                           ATP set back calculation = $300     ATP set back calculation =         
                  Value of the GMIB benefit base      [C = 300]                           $1,200 [C = 1,200]                 
                  including the pro rata Roll-up      Value of the GMIB benefit base      Value of the GMIB benefit base     
                  amount as of the valuation day      including the pro rata Roll-up      including the pro rata Roll-up     
                  prior to the ATP set back           amount as of the valuation day      amount as of the valuation day     
                  calculation = $616.92               prior to the ATP set back           prior to the ATP set back          
                  [D = 616.92]                        calculation = $926.11               calculation = $1,238.41            
                                                      [D = 926.11]                        [D = 1,238.41]                     
-----------------------------------------------------------------------------------------------------------------------------

VIII-4  

APPENDIX VIII: FORMULA FOR ASSET TRANSFER PROGRAM FOR   
GUARANTEED MINIMUM INCOME BENEFIT 

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                                                        [Enlarge/Download Table]

---------------------------------------------------------------------------------------------------
                         CONTRIBUTION/TRANSFER #1 CONTRIBUTION/TRANSFER #2 CONTRIBUTION/TRANSFER #3
---------------------------------------------------------------------------------------------------
                                                                                                   
ATP YEAR SET BACK        (4-1) X (0 +300) = 0.98  (4-1) X (300 +300) =     (4-1) X (600 +1200) =   
   (A - 1) X (B + C)       616.92 + 300           1.47                     2.21                    
         D + C           Rounded to the nearest      926.11 + 300            1,238.41 + 1200       
                         whole year = 1           Rounded to the nearest   Rounded to the nearest  
                                                  whole year = 1           whole year = 2          
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
NEW ATP YEAR             New ATP year = 4-1 = 3   New ATP year = 4-1 = 3   New ATP year = 4-2 = 2  
Current ATP year - ATP   (ATP year is set back    (ATP year has already    (ATP year is set back   
year set back = New ATP  by 1)                    been set back to year    by 1 additional year)   
year                     NEW ATP YEAR = 3         3. No additional set     NEW ATP YEAR = 2        
                                                  back will occur.)                                
---------------------------------------------------------------------------------------------------

ATP EXIT OPTION                                                                 

When the ATP exit option is processed your Guaranteed benefit base(s) will be   
adjusted as follows:                                                            

                                                                [Download Table]
                                     
New Benefit Base =  (1- 3%) X A   _ D
                    -------------    
                     1 - B + C       

WHERE:                                                                    

                                                                [Download Table]
                                                                                   
New Benefit Base =  The new value that the GMIB benefit base and if applicable, the
                    Roll-up to age 85 benefit base and Highest Anniver-sary Value  
                    benefit base will be adjusted to if this value is less than the
                    current value of the respective benefit bases.                 

                                                                [Download Table]
                                                                            
 A =  The Protected Benefit account value as of the day prior to the ATP    
      exit option.                                                          

 B =  The [interpolated] minimum transfer point as of the next valuation    
      day.                                                                  

 C =  The total rider charge percentage for both the GMIB and GMDB benefits.

 D =  The prorated Roll-up amount from the last contract date anniversary   
      to the next valuation day plus the prorated Roll-up amount for        
      contributions and transfers in that contract year as of the next      
      valuation day minus the contract year-to-date withdrawals up to the   
      Annual withdrawal amount.                                             

3% =  cushion in investment performance to decrease the probability of an   
      ATP transfer on the upcoming valuation day.                           

For example, the ATP exit option is processed during the sixth month of the     
fifth ATP year. The number of completed months in the current ATP year is five. 
The minimum transfer point is 28.5%, which is derived by interpolating the      
fourth ATP year anniversary minimum transfer point and the fifth ATP year       
anniversary minimum transfer point [=(27% + 30%)/2]. The cushion is 3%. Assume  
that your Protected Benefit account value is $100,000, GMIB benefit base is     
$150,000 Highest Anniversary Value benefit base is $125,000, Roll-up to age 85  
benefit base is $150,000 and the Roll-up rate is the 5% Annual Roll-up rate.    
Note that the "Greater of" death benefit base ($150,000) is the greater of the  
Highest Anniversary Value benefit base ($125,000) and the Roll-up to age 85     
benefit base ($150,000). Also assume that no withdrawal has been taken in this  
contract year and that the pro-rated Roll-up amount (net of withdrawals) is     
$3,750 (=5%X$150,000X6/12 - 0).                                                 

When the ATP exit option is processed, the new benefit base is:                 

                                                                [Download Table]
                                                                       
New benefit base =  (1- 3%) X 100,000   _ 3,750              = $127,686
                    -------------------                                
                     1 - .285 + 0.023                                  

Your Highest Anniversary Value benefit base stays at the current value          
($125,000), as the new benefit base ($127,686) is greater than your current     
Highest Anniversary Value benefit base. Your GMIB benefit base and your Roll-up 
to age 85 benefit base are adjusted to the new benefit base ($127,686), as the  
new benefit base is less than your current GMIB and Roll-up to age 85 benefit   
bases. Your "Greater of" death benefit base is also adjusted to the new benefit 
base ($127,686), as it is the greater of the Highest Anniversary Value benefit  
base ($125,000) and the Roll-up to age 85 benefit base ($127,686).              

Furthermore, if a contribution in the amount of $20,000 is made after the ATP   
exit option is processed, the Highest Anniversary Value benefit base would be   
$145,000 ($125,000 + $20,000) and the Roll-up to age 85 benefit base, GMIB      
benefit base and "Greater of" death benefit base would be $147,686 ($127,686 +  
$20,000).                                                                       

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APPENDIX VIII: FORMULA FOR ASSET TRANSFER PROGRAM FOR   
GUARANTEED MINIMUM INCOME BENEFIT 

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Conversely, if the $20,000 contribution is made before requesting the ATP exit  
option:                                                                         

..   The contribution would result in a transfer on the next valuation date from
the AXA Ultra Conservative Strategy investment option so that only 9% of
  the Protected Benefit account value would remain invested in the AXA Ultra
Conservative Strategy investment option.                                

..   If the ATP exit option is then processed the new benefit base would be:    

                                                                [Download Table]
                                                                       
New benefit base =  (1- 3%) X 120,000   _ 3,792              = $153,932
                    -------------------                                
                     1 -0.285 + 0.023                                  

Your GMIB benefit base is adjusted to $153,932.                                 

VIII-6  

APPENDIX VIII: FORMULA FOR ASSET TRANSFER PROGRAM FOR   
GUARANTEED MINIMUM INCOME BENEFIT 

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Appendix IX: Rules regarding contributions to your contract                     

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

The following tables describes the contribution rules for all contract Series E 
and types.                                                                      

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------
 CONTRACT TYPE           NQ                                                                    
-----------------------------------------------------------------------------------------------
                                                                                               
ISSUE AGES               .   0-80                                                              
-----------------------------------------------------------------------------------------------
MINIMUM INITIAL          .   $25,000                                                           
CONTRIBUTION AMOUNT                                                                            
-----------------------------------------------------------------------------------------------
MINIMUM SUBSEQUENT       .   $500                                                              
CONTRIBUTION AMOUNT                                                                            
(IF PERMITTED)                                                                                 
-----------------------------------------------------------------------------------------------
SOURCE OF CONTRIBUTIONS  .   The only source of contributions that is permitted to be made to  
                             a contract is a 1035 exchange from a Prior Contract.              
-----------------------------------------------------------------------------------------------
ADDITIONAL LIMITATIONS   .   If you elect the GMIB with the "Greater of" GMDB, you may make    
ON CONTRIBUTIONS TO THE      subsequent contributions to your contract which are allocated to  
CONTRACT/(1)/                your Protected Benefit account through age 70, or if later, the   
                             first contract date anniversary. If you do not elect the "Greater 
                             of" GMDB, you may make subsequent contributions to your contract  
                             which are allocated to your Protected Benefit account through age 
                             80, or if later, the first contract date anniversary. However,    
                             regardless of the benefits elected, once you make a withdrawal    
                             from your Protected Benefit account, subsequent contributions     
                             will no longer be permitted to be allocated to your Protected     
                             Benefit account.                                                  
                         .   You may make subsequent contributions to your contract which are  
                             allocated to your Investment account through age 85 or the first  
                             contract date anniversary.                                        
-----------------------------------------------------------------------------------------------

(1)In addition to the limitations described here, we also reserve the right to  
refuse to accept any contribution under the contract at any time or change
our contribution limits and requirements. We further reserve the right to 
discontinue the acceptance of, or place additional limitations on,        
contributions to the contract or contributions and/or transfers into your 
Protected Benefit account at any time.                                    

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-----------------------------------------------------------------------------------------------
 CONTRACT TYPE           TRADITIONAL IRA                                                       
-----------------------------------------------------------------------------------------------
                                                                                               
ISSUE AGES               .   20-80                                                             
-----------------------------------------------------------------------------------------------
MINIMUM INITIAL          .   $25,000                                                           
CONTRIBUTION AMOUNT                                                                            
-----------------------------------------------------------------------------------------------
MINIMUM SUBSEQUENT       .   $50                                                               
CONTRIBUTION AMOUNT                                                                            
(IF PERMITTED)                                                                                 
-----------------------------------------------------------------------------------------------
SOURCE OF CONTRIBUTIONS  .   The only sources of contributions that are permitted to be made   
                             to a contract are rollovers or direct transfers from a Prior      
                             Contract.                                                         
                         .   Eligible rollover distributions from 403(b) plans, qualified      
                             plans and governmental employer 457(b) plans.                     
                         .   Rollovers from another traditional individual retirement annuity  
                             contract issued by us, including SEP, SIMPLE or SARSEP IRAs.      
                         .   Direct custodian-to-custodian transfers from another traditional  
                             individual retirement annuity contract issued by us, including    
                             SEP, SIMPLE or SARSEP IRAs.                                       
-----------------------------------------------------------------------------------------------
ADDITIONAL LIMITATIONS   .   If you elect the GMIB with the "Greater of" GMDB, you may make    
ON CONTRIBUTIONS TO THE      subsequent contributions to your contract which are allocated to  
CONTRACT/(1)/                your Protected Benefit account through age 70, or if later, the   
                             first contract date anniversary. If you do not elect the "Greater 
                             of" GMDB, you may make subsequent contributions to your contract  
                             which are allocated to your Protected Benefit account through age 
                             80, or if later, the first contract date anniversary. However,    
                             regardless of the benefits elected, once you make a withdrawal    
                             from your Protected Benefit account, subsequent contributions     
                             will no longer be permitted to be allocated to your Protected     
                             Benefit account.                                                  
                         .   You may make subsequent contributions to your contract which are  
                             allocated to your Investment account through age 85 or the first  
                             contract date anniversary.                                        
                         .   Contributions made after age 701/2 must be net of required        
                             minimum distributions.                                            
                         .   If you elect the RMD Wealth Guard death benefit, you may make     
                             subsequent contributions to your contract which are allocated to  
                             your Protected Benefit account through age 65, or if later, the   
                             first contract date anniversary. If you do not elect the RMD      
                             Wealth Guard death benefit, you may make subsequent contributions 
                             through age 80, or if later, the first contract date anniversary. 
                             However, regardless of the benefits you elected, once you make a  
                             withdrawal from your Protected Benefit account, subsequent        
                             contributions will no longer be permitted to be allocated to your 
                             Protected Benefit account.                                        
-----------------------------------------------------------------------------------------------

(1)In addition to the limitations described here, we also reserve the right to  
refuse to accept any contribution under the contract at any time or change
our contribution limits and requirements. We further reserve the right to 
discontinue the acceptance of, or place additional limitations on,        
contributions to the contract or contributions and/or transfers into your 
Protected Benefit account at any time.                                    

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-----------------------------------------------------------------------------------------------
 CONTRACT TYPE           ROTH IRA                                                              
-----------------------------------------------------------------------------------------------
                                                                                               
ISSUE AGES               .   20-80                                                             
-----------------------------------------------------------------------------------------------
MINIMUM INITIAL          .   $25,000                                                           
CONTRIBUTION AMOUNT                                                                            
-----------------------------------------------------------------------------------------------
MINIMUM SUBSEQUENT       .   $50                                                               
CONTRIBUTION AMOUNT                                                                            
(IF PERMITTED)                                                                                 
-----------------------------------------------------------------------------------------------
SOURCE OF CONTRIBUTIONS  .   The only sources of contributions that are permitted to be made   
                             to a contract are rollovers or direct transfers from a Prior      
                             Contract.                                                         
                         .   Rollovers from another Roth IRA.                                  
                         .   Rollovers from a "designated Roth contribution account" under     
                             specified retirement plans.                                       
                         .   Conversion rollovers from a traditional IRA or other eligible     
                             retirement plan.                                                  
                         .   Direct custodian-to-custodian transfers from another Roth IRA.    
-----------------------------------------------------------------------------------------------
ADDITIONAL LIMITATIONS   .   If you elect the GMIB with the "Greater of" GMDB, you may make    
ON CONTRIBUTIONS TO THE      subsequent contributions to your contract which are allocated to  
CONTRACT/(1)/                your Protected Benefit account through age 70, or if later, the   
                             first contract date anniversary. If you do not elect the "Greater 
                             of" GMDB, you may make subsequent contributions to your contract  
                             which are allocated to your Protected Benefit account through age 
                             80, or if later, the first contract date anniversary. However,    
                             regardless of the benefits elected, once you make a withdrawal    
                             from your Protected Benefit account, subsequent contributions     
                             will no longer be permitted to be allocated to your Protected     
                             Benefit account.                                                  
                         .   You may make subsequent contributions to your contract which are  
                             allocated to your Investment account through age 85 or the first  
                             contract date anniversary.                                        
                         .   Conversion rollovers after age 701/2 must be net of required      
                             minimum distributions for the traditional IRA or other eligible   
                             retirement plan that is the source of the conversion rollover.    
-----------------------------------------------------------------------------------------------

(1)In addition to the limitations described here, we also reserve the right to  
refuse to accept any contribution under the contract at any time or change
our contribution limits and requirements. We further reserve the right to 
discontinue the acceptance of, or place additional limitations on,        
contributions to the contract or contributions and/or transfers into your 
Protected Benefit account at any time.                                    

IX-3  

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-----------------------------------------------------------------------------------------------
 CONTRACT TYPE           QP                                                                    
-----------------------------------------------------------------------------------------------
                                                                                               
ISSUE AGES               .   20-80                                                             
-----------------------------------------------------------------------------------------------
MINIMUM INITIAL          .   $25,000                                                           
CONTRIBUTION AMOUNT                                                                            
-----------------------------------------------------------------------------------------------
MINIMUM SUBSEQUENT       .   $500                                                              
CONTRIBUTION AMOUNT (IF                                                                        
SUBSEQUENT                                                                                     
CONTRIBUTIONS ARE                                                                              
PERMITTED)                                                                                     
-----------------------------------------------------------------------------------------------
SOURCE OF CONTRIBUTIONS  .   The only source of contributions that is permitted to be made to  
                             a contract is a transfer from a Prior Contract. The Prior         
                             Contract which is the source of the transfer must be owned by the 
                             same existing qualified plan trust.                               
                         .   The plan must be qualified under Section 401(a) of the Internal   
                             Revenue Code.                                                     
                         .   For 401(k) plans, transferred contributions may not include any   
                             after-tax contributions, including designated Roth contributions. 
-----------------------------------------------------------------------------------------------
ADDITIONAL LIMITATIONS   .   A separate QP contract must be established for each plan          
ON CONTRIBUTIONS TO THE      participant, even defined benefit plan participants.              
CONTRACT/(1)/            .   We do not accept contributions directly from the employer.        
                         .   Only one subsequent contribution can be made during a contract    
                             year.                                                             
                         .   Contributions made after the annuitant's age 70 1/2 must be net   
                             of any required minimum distributions.                            
                         .   If you elect the GMIB with the "Greater of" GMDB, you may make    
                             subsequent contributions to to your contract which are allocated  
                             to your Protected Benefit account through age 70, or if later,    
                             the first contract date anniversary. If you do not elect the      
                             "Greater of" GMDB, you may make subsequent contributions to your  
                             contract, which are allocated to your Protected Benefit account   
                             through age 75, or if later, the first contract date anniversary. 
                             However, regardless of the benefits elected, once you make a      
                             withdrawal from your Protected Benefit account, subsequent        
                             contributions to your Protected Benefit account will no longer be 
                             permitted to be allocated to your Protected Benefit account.      
                         .   You may make subsequent contributions to your Investment account  
                             through age 75 or the first contract date anniversary.            
                         .   For QPDC contracts only: If you elect the RMD Wealth Guard death  
                             benefit, you may make subsequent contributions to your contract   
                             which are allocated to your Protected Benefit account through age 
                             65, or if later, the first contract date anniversary. If you do   
                             not elect the RMD Wealth Guard death benefit, you may make        
                             subsequent contributions through age 80, or if later, the first   
                             contract date anniversary. However, regardless of the benefits    
                             you elected, once you make a withdrawal from your Protected       
                             Benefit account, subsequent contributions will no longer be       
                             permitted to your Protected Benefit account.                      
See Appendix II earlier in this Prospectus for a discussion on purchase considerations for QP  
contracts.                                                                                     
-----------------------------------------------------------------------------------------------

(1)In addition to the limitations described here, we also reserve the right to  
refuse to accept any contribution under the contract at any time or change
our contribution limits and requirements. We further reserve the right to 
discontinue the acceptance of, or place additional limitations on,        
contributions to the contract or contributions and/or transfers into your 
Protected Benefit account at any time.                                    

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Appendix X: Exchange program                                                    

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

The Retirement Cornerstone(R) Series E contract is offered only through an      
exchange program under which a Prior Contract may be exchanged for a Retirement 
Cornerstone(R) Series E contract. This is called an "exchange" under securities 
law. For purposes of this Prospectus, the word "exchange" includes a rollover   
or transfer, as applicable, for federal income tax purposes.                    

The charts set forth in this Appendix provide a summary comparison of some of   
the important features of Prior Contracts and the Retirement Cornerstone(R)     
Series E contract. It is important to note that we did not provide disclosures  
of guaranteed benefits that may have been available under a Prior Contract,     
since you would not be eligible to exchange to a Retirement Cornerstone(R)      
Series E contract if you elected one or more of the guaranteed benefits. You    
should not rely solely on the information contained in the charts in examining  
the differences between your existing contract and the Retirement               
Cornerstone(R) Series E contract. There may be other differences important for  
you to consider prior to exchanging to a Retirement Cornerstone(R) Series E     
contract. You should read the Prospectus and other information related to your  
existing contract prior to exchanging to a Retirement Cornerstone(R) Series E   
contract. Please note, these charts do not create or modify any existing rights 
or benefits, all of which are only established by your existing contract.       

You should carefully consider whether an exchange is appropriate for you by     
considering the benefits and guarantees provided by your Prior Contract to the  
benefits and guarantees provided by the Retirement Cornerstone(R) Series E      
contract. Under this exchange program, among other conditions, the Prior        
Contract cannot have elected a living or guaranteed benefit nor have any        
remaining or outstanding withdrawal charges. The account value attributable to  
your existing contract would not be subject to any withdrawal charge under a    
Retirement Cornerstone(R) Series E contract, but would be subject to all other  
charges and fees under a Retirement Cornerstone(R) Series E contract. You       
should also review the fees and charges of your Prior Contract and the fees and 
charges of the Retirement Cornerstone(R) Series E contract, which may be higher 
than the fees and charges under the Prior Contract. Any such exchange program   
will be made available on terms and conditions determined by us and will comply 
with applicable law. For information of eligible Prior Contracts, see "Exchange 
Program" in "Retirement Cornerstone(R) Series E at a glance -- key features"    
earlier in this Prospectus. If you are considering exchanging your Prior        
Contract for a Retirement Cornerstone(R) Series E contract and would like a     
copy of the Prospectus, please contact your financial professional, who will be 
able to explain the benefits and features of this contract and provide you with 
the proper forms and application necessary to complete the transaction.         

X-1 

APPENDIX X: EXCHANGE PROGRAM  

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A. THE ACCUMULATOR(R) SERIES ('02/'04 THROUGH SERIES 9.0) 

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------
                         PRIOR CONTRACTS                                       NEW CONTRACT         
----------------------------------------------------------------------------------------------------
 THE ACCUMULATOR(R) SERIES ('02/'04          THE ACCUMULATOR(R)          RETIREMENT                 
 THROUGH SERIES'07/'07.5) FOR:               SERIES (8.0/8.2/8.3)        CORNERSTONE(R) SERIES E    
 ACCUMULATOR(R); ACCUMULATOR(R)              THROUGH SERIES 9.0) FOR:                               
 PLUS/SM/; ACCUMULATOR(R) ELITE/SM/; AND     ACCUMULATOR(R);                                        
 ACCUMULATOR(R) SELECT/ SM/ SERIES/1/        ACCUMULATOR(R) PLUS/SM/;                               
                                             ACCUMULATOR(R)                                         
                                             ELITE/SM/; AND                                         
                                             ACCUMULATOR(R)                                         
                                             SELECT/SM/ SERIES/1/                                   
----------------------------------------------------------------------------------------------------
                                                                                                    
Annual           If your account    $30      If your account    $30      If your account    $30     
Administrative   value on a                  value on a                  value on a                 
Charge:          contract date               contract date               contract date              
                 anniversary is              anniversary is              anniversary is             
                 less than                   less than                   less than                  
                 $50,000/2,3/.               $50,000/2,3/.               $50,000/2,3/.              

                 If your account    $0       If your account    $0       If your account    $0      
                 value on a                  value on a                  value on a                 
                 contract date               contract date               contract date              
                 anniversary is              anniversary is              anniversary is             
                 $50,000 or                  $50,000 or                  $50,000 or                 
                 more/2/.                    more/2/.                    more/2/.                   
----------------------------------------------------------------------------------------------------
Total Separate        1.25% - 1.70%               1.30% - 1.70%                   1.30%             
Account Annual                                                                                      
Expenses:                                                                                           
----------------------------------------------------------------------------------------------------
Death Benefit:   The greater of: (i) your    The greater of: (i) your    For the purposes of        
                 account value (without      account value, less any     determining the death      
                 adjustment for any          outstanding loan balance    benefit under your         
                 otherwise applicable        plus accrued interest,      Retirement                 
                 negative market value       if applicable, as of the    Cornerstone(R) Series E    
                 adjustment), less any       date we receive             contract, we treat your    
                 outstanding loan balance    satisfactory proof of       Investment account and     
                 plus accrued interest as    death, any required         any Guaranteed minimum     
                 of the date we receive      instructions,               death benefit funded by    
                 satisfactory proof of       information and forms       your Protected Benefit     
                 death, any required         necessary to effect         account differently.       
                 instructions,               payment; and (ii) your                                 
                 information and forms       total contributions,        The death benefit in       
                 necessary to effect         adjusted for withdrawals    connection with your       
                 payment; and (ii) your      and any withdrawal          Investment account is      
                 total contributions,        charges and any taxes       equal to your Investment   
                 adjusted for withdrawals    that may apply, less any    account value as of the    
                 and any withdrawal          outstanding loan            date we receive            
                 charges and any taxes       balance plus accrued        satisfactory proof of      
                 that may apply, less any    interest.                   death, any required        
                 outstanding loan balance                                instructions for the       
                 plus accrued interest.                                  method of payment, and     
                                                                         any required information   
                                                                         and forms necessary to     
                                                                         effect payment. The        
                                                                         death benefit payable in   
                                                                         connection with your       
                                                                         Protected Benefit          
                                                                         account will be based on   
                                                                         the greater of (i) your    
                                                                         Protected Benefit          
                                                                         account value, and (ii)    
                                                                         the benefit base of your   
                                                                         Guaranteed minimum death   
                                                                         benefit.                   
----------------------------------------------------------------------------------------------------
Return of               No Charge                   No Charge             No Additional Charge*     
Principal                                                                *PLEASE BE ADVISED THAT    
Death Benefit                                                            THE RETURN OF PRINCIPAL    
Charge/4/:                                                               DEATH BENEFIT DOES NOT     
                                                                         HAVE AN ADDITIONAL         
                                                                         CHARGE, BUT THIS           
                                                                         GUARANTEED BENEFIT MUST    
                                                                         BE ELECTED IN              
                                                                         COMBINATION WITH THE       
                                                                         GUARANTEED MINIMUM         
                                                                         INCOME BENEFIT, WHICH      
                                                                         DOES HAVE A CHARGE.        
----------------------------------------------------------------------------------------------------
Highest               Not Applicable              Not Applicable            0.35% (current and      
Anniversary                                                                      maximum)           
Value Death                                                                                         
Benefit                                                                                             
Charge/4/:                                                                                          
----------------------------------------------------------------------------------------------------
"Greater of"          Not Applicable              Not Applicable             1.15% (current)        
Death Benefit                                                                2.30% (maximum)        
Charge/4/:                                                                                          
----------------------------------------------------------------------------------------------------

X-2 

APPENDIX X: EXCHANGE PROGRAM  

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-------------------------------------------------------------------------------------------------------------------
                        PRIOR CONTRACTS                                                NEW CONTRACT                
-------------------------------------------------------------------------------------------------------------------
 THE                                                              THE                 RETIREMENT                   
 ACCUMULATOR(R)                                                   ACCUMULATOR(R)      CORNERSTONE(R)               
 SERIES ('02/'04                                                  SERIES              SERIES E                     
 THROUGH                                                          (8.0/8.2/8.3)                                    
 SERIES'07/'07.5)                                                 THROUGH                                          
 FOR:                                                             SERIES 9.0)                                      
 ACCUMULATOR(R);                                                  FOR:                                             
 ACCUMULATOR(R)                                                   ACCUMULATOR(R);                                  
 PLUS/SM/;                                                        ACCUMULATOR(R)                                   
 ACCUMULATOR(R)                                                   PLUS/SM/;                                        
 ELITE/SM/; AND                                                   ACCUMULATOR(R)                                   
 ACCUMULATOR(R)                                                   ELITE/SM/;                                       
 SELECT/ SM/                                                      AND                                              
 SERIES/1/                                                        ACCUMULATOR(R)                                   
                                                                  SELECT/SM/                                       
                                                                  SERIES/1/                                        
-------------------------------------------------------------------------------------------------------------------
                                                                                                                   
RMD Wealth Guard Death Benefit           Not Applicable               Not             0.90% (current)              
Charge/4/:                                                        Applicable          1.80% (maximum)              
-------------------------------------------------------------------------------------------------------------------
Guaranteed Minimum Income                Not Applicable               Not             1.15% (current)              
Benefit Charge/4/:                                                Applicable          2.30% (maximum)              
-------------------------------------------------------------------------------------------------------------------
Lifetime Minimum Guaranteed                 1% - 3%                 1% - 3%                  1%                    
Interest Rate in the Guaranteed                                                                                    
Interest Option:                                                                                                   
-------------------------------------------------------------------------------------------------------------------
Loan Features (if your                                              Yes for                                        
employer's plan permits):                     Yes                 Accumulator(R)             No                    
                                                                    Series                                         
                                                                  8.0/8.2/8.3                                      
                                                                  --------------------                             
                                                                    No for                                         
                                                                  Accumulator(R)                                   
                                                                  Series 9.0                                       
-                                       -                         ---------------------                            
Fixed Maturity Options/5/:                    Yes                     No                     No                    
-------------------------------------------------------------------------------------------------------------------
Variable Investment Options with         Not Applicable               Not                    7                     
your Protected Benefit Account/6/:                                Applicable          Various Classes              
-------------------------------------------------------------------------------------------------------------------
Variable Investment Options with               37                    23-36                  109                    
your Investment Account/6/:             Classes B and IB           Classes B          Various Classes              
                                                                    and IB                                         
                                                                    (Series                                        
                                                                  8.0/8.2/8.3)                                     
                                                                   Class IB                                        
                                                                  (Series 9.0)                                     
-------------------------------------------------------------------------------------------------------------------
Sources of Permitted Subsequent         .   Full or               .   Full or         .   Full                     
Contributions                               partial                   partial             exchange,                
                                            exchange,                 exchange,           rollover or              
                                            rollover or               rollover            direct                   
                                            direct                    or                  transfer                 
                                            transfer                  direct              from a Prior             
                                            from another              transfer            Contract                 
                                            annuity                   from                                         
                                            contract or               another                                      
                                            other                     annuity                                      
                                            eligible                  contract                                     
                                            investment                or                                           
                                        .   After tax                 other                                        
                                            check                     eligible                                     
                                                                      investment                                   
                                                                  .   After                                        
                                                                      tax                                          
                                                                      check                                        
-------------------------------------------------------------------------------------------------------------------

/1./ If you elected a Guaranteed benefit under a Prior Contract, you would not  
   be eligible for the exchange program. Therefore, in the column for "Prior
    Contracts", Guaranteed benefits are either not reflected or categorized as
"Not Applicable".                                                     

/2./ If the contract is surrendered or annuitized or a death benefit is paid on 
 any date other than the contract date anniversary, we will deduct a pro
rata portion of the administrative charge for that year.              

/3./ During the first two contract years this charge, if applicable, is equal   
 to the lesser of $30 or 2% of your Total account value. Thereafter, the
charge, if applicable, is $30 for each contract year.                 

/4./ The Return of Principal death benefit and the "Greater of" death benefit   
   can only be elected in combination with the GMIB. The Highest Anniversary
   Value death benefit can be elected with or without selecting the GMIB. If
 you elect the GMIB and do not elect a guaranteed minimum death benefit,
   you will automatically receive the Return of Principal death benefit. The
  RMD Wealth Guard death benefit cannot be elected in combination with the
GMIB. Please see "Retirement Cornerstone(R) Series E at a glance - key
 features" in the Retirement Cornerstone(R) Series E Prospectus for more
information related to these guaranteed benefits.                     

/5./ Fixed Maturity Options offer a fixed rate of interest if held to maturity. 
  Fixed Maturity Options generally have maturity dates that range from one
   to ten years. Withdrawals or transfers from a Fixed Maturity Option prior
   to maturity may be subject to market value adjustment, which may increase
or decrease the account value. See "fixed maturity options" in your   
Prospectus for more information.                                      

/6./ The number of investment options available under a particular contract is  
    subject to change. Please refer to your Prospectus for more information on
investment options available under your contract.                     

X-3 

APPENDIX X: EXCHANGE PROGRAM  

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                                                        [Enlarge/Download Table]
                                                                                                   
---------------------------------------------------------------------------------------------------
                          PRIOR CONTRACTS                                     NEW CONTRACT         
---------------------------------------------------------------------------------------------------
 INCOME MANAGER /SM/ ACCUMULATOR;              INCOME MANAGER/ SM/      RETIREMENT                 
 INCOME MANAGER/ SM/ ROLLOVER IRA; INCOME      ACCUMULATOR (YEAR         CORNERSTONE(R)            
 MANAGER/ SM/ ROLLOVER IRA & CHOICE INCOME     1996); INCOME MANAGER/    SERIES E                  
 PLAN (YEAR 1995)/1 /                          SM/ ROLLOVER IRA AND                                
                                               THE CHOICE INCOME PLAN                              
                                               (YEAR 1996);                                        
                                               ACCUMULATOR (IRA AND                                
                                               NQ) (YEAR 1997);                                    
                                               ACCUMULATOR/SM/                                     
                                               SELECT/ /(IRA AND NQ)                               
                                               (YEAR 1997);                                        
                                               ACCUMULATOR/ SM/                                    
                                               (IRA,NQ AND QP) (YEAR                               
                                               1998); ACCUMULATOR/SM/                              
                                               SELECT/ /(IRA, NQ AND                               
                                               QP) (YEAR 1998)/1 /                                 
---------------------------------------------------------------------------------------------------
Annual Contract    If the initial     $30               None            If your account    $30     
Fee:               contribution is                                      value on a                 
                   less than                                            contract date              
                   $25,000.                                             anniversary is             
                                                                        less than                  
                                                                        $50,000/2,3/.              

                   If the initial     $0                                If your account    $0      
                   contribution is                                      value on a                 
                   more                                                 contract date              
                   than $25,000.                                        anniversary is             
                                                                        $50,000 or                 
                                                                        more/2/.                   
---------------------------------------------------------------------------------------------------
Total Separate              1.15%                   1.20%-1.60%                  1.30%             
Account Annual                                                                                     
Expenses:                                                                                          
---------------------------------------------------------------------------------------------------
Death Benefit:     The death benefit is         The death benefit is    For the purposes of        
                   equal to the return of       equal to the return     determining the death      
                   your account value as of     of your account value   benefit under your         
                   the date we receive          as of the date we       Retirement                 
                   satisfactory proof of        receive satisfactory    Cornerstone(R) Series E    
                   death and all                proof of death and      contract, we treat your    
                   information and forms        all information and     Investment account and     
                   necessary to effect          forms necessary to      any Guaranteed minimum     
                   payment.                     effect payment.         death benefit funded by    
                                                                        your Protected Benefit     
                                                                        account differently.       

                                                                        The death benefit in       
                                                                        connection with your       
                                                                        Investment account is      
                                                                        equal to your Investment   
                                                                        account value as of the    
                                                                        date we receive            
                                                                        satisfactory proof of      
                                                                        death, any required        
                                                                        instructions for the       
                                                                        method of payment, and     
                                                                        any required information   
                                                                        and forms necessary to     
                                                                        effect payment. The        
                                                                        death benefit payable in   
                                                                        connection with your       
                                                                        Protected Benefit          
                                                                        account will be based on   
                                                                        the greater of (i) your    
                                                                        Protected Benefit          
                                                                        account value, and (ii)    
                                                                        the benefit base of your   
                                                                        Guaranteed minimum death   
                                                                        benefit.                   
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
Return of               Not Applicable             Not Applicable        No Additional Charge*     
Principal Death                                                         *PLEASE BE ADVISED THAT    
Benefit                                                                 THE RETURN OF PRINCIPAL    
Charge/4/:                                                              DEATH BENEFIT DOES NOT     
                                                                        HAVE AN ADDITIONAL         
                                                                        CHARGE, BUT THIS           
                                                                        GUARANTEED BENEFIT MUST    
                                                                        BE ELECTED IN              
                                                                        COMBINATION WITH THE       
                                                                        GUARANTEED MINIMUM         
                                                                        INCOME BENEFIT, WHICH      
                                                                        DOES HAVE A CHARGE.        
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
Highest                 Not Applicable             Not Applicable          0.35% (current and      
Anniversary                                                                     maximum)           
Value Death                                                                                        
Benefit                                                                                            
Charge/4/:                                                                                         
---------------------------------------------------------------------------------------------------

X-4 

APPENDIX X: EXCHANGE PROGRAM  

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------------------------------------------------------------------------------------------------------------------------------
                          PRIOR CONTRACTS                                               NEW CONTRACT                          
------------------------------------------------------------------------------------------------------------------------------
 INCOME MANAGER/SM/                         INCOME MANAGER/SM/ ACCUMULATOR         RETIREMENT                                 
 ACCUMULATOR; INCOME                        (YEAR 1996); INCOME MANAGER/SM/        CORNERSTONE(R) SERIES E                    
 MANAGER/SM/ ROLLOVER IRA;                  ROLLOVER IRA AND THE CHOICE INCOME                                                
 INCOME MANAGER/SM/ ROLLOVER                PLAN (YEAR 1996); ACCUMULATOR (IRA                                                
 IRA & CHOICE INCOME PLAN (YEAR             AND NQ) (YEAR 1997);                                                              
 1995)/1 /                                  ACCUMULATOR/SM/ SELECT/ /(IRA AND                                                 
                                            NQ) (YEAR 1997); ACCUMULATOR/SM/                                                  
                                            (IRA,NQ AND QP) (YEAR 1998);                                                      
                                            ACCUMULATOR/SM/ SELECT/ /(IRA, NQ                                                 
                                            AND QP) (YEAR 1998)/1 /                                                           
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
"Greater of"         Not Applicable                   Not Applicable                   1.15% (current)                        
Death Benefit                                                                          2.30% (maximum)                        
Charge/4/:                                                                                                                    
------------------------------------------------------------------------------------------------------------------------------
RMD Wealth           Not Applicable                   Not Applicable                   0.90% (current)                        
Guard Death                                                                            1.80% (maximum)                        
Benefit                                                                                                                       
Charge/4/:                                                                                                                    
------------------------------------------------------------------------------------------------------------------------------
Guaranteed           Not Applicable                   Not Applicable                   1.15% (current)                        
Minimum Income                                                                         2.30% (maximum)                        
Benefit                                                                                                                       
Charge/4/:                                                                                                                    
------------------------------------------------------------------------------------------------------------------------------
Lifetime                   3%                               3%                               1%                               
Minimum                                                                                                                       
Guaranteed                                                                                                                    
Interest Rate                                                                                                                 
in the                                                                                                                        
Guaranteed                                                                                                                    
Interest                                                                                                                      
Option:                                                                                                                       
------------------------------------------------------------------------------------------------------------------------------
Loan Features              No                               No                               No                               
(if                                                                                                                           
your employer's                                                                                                               
plan permits):                                                                                                                
------------------------------------------------------------------------------------------------------------------------------
Fixed Maturity             No                               No                               No                               
Options/5/:                                                                                                                   
------------------------------------------------------------------------------------------------------------------------------
Variable             Not Applicable                   Not Applicable                          7                               
Investment                                                                             Various Classes                        
Options with                                                                                                                  
your Protected                                                                                                                
Benefit                                                                                                                       
Account/6/:                                                                                                                   
------------------------------------------------------------------------------------------------------------------------------
Variable                   9                               6-24                              109                              
Investment                                                                             Various Classes                        
Options with                                                                                                                  
your                                                                                                                          
Investment                                                                                                                    
Account/6/:                                                                                                                   
------------------------------------------------------------------------------------------------------------------------------
Sources of          .   Full or             .   Full or partial exchange,          .   Full exchange,                         
Permitted               partial                 rollover or direct transfer            rollover or direct                     
Subsequent              exchange,               from another annuity contract          transfer from a                        
Contributions           rollover or             or other eligible investment           Prior Contract                         
                        direct              .   After tax check                                                               
                        transfer from                                                                                         
                        another                                                                                               
                        annuity                                                                                               
                        contract or                                                                                           
                        other                                                                                                 
                        eligible                                                                                              
                        investment                                                                                            
                    .   After tax                                                                                             
                        check                                                                                                 
------------------------------------------------------------------------------------------------------------------------------

/1./ If you elected a Guaranteed benefit under a Prior Contract, you would not  
   be eligible for the exchange program. Therefore, in the column for "Prior
    Contracts", Guaranteed benefits are either not reflected or categorized as
"Not Applicable".                                                     

/2./ If the contract is surrendered or annuitized or a death benefit is paid on 
 any date other than the contract date anniversary, we will deduct a pro
rata portion of the administrative charge for that year.              

/3./ During the first two contract years this charge, if applicable, is equal   
 to the lesser of $30 or 2% of your Total account value. Thereafter, the
charge, if applicable, is $30 for each contract year.                 

/4./ The Return of Principal death benefit and the "Greater of" death benefit   
   can only be elected in combination with the GMIB. The Highest Anniversary
   Value death benefit can be elected with or without selecting the GMIB. If
 you elect the GMIB and do not elect a guaranteed minimum death benefit,
   you will automatically receive the Return of Principal death benefit. The
  RMD Wealth Guard death benefit cannot be elected in combination with the
GMIB. Please see "Retirement Cornerstone(R) Series E at a glance - key
 features" in the Retirement Cornerstone(R) Series E Prospectus for more
information related to these guaranteed benefits.                     

/5./ Fixed Maturity Options offer a fixed rate of interest if held to maturity. 
  Fixed Maturity Options generally have maturity dates that range from one
   to ten years. Withdrawals or transfers from a Fixed Maturity Option prior
   to maturity may be subject to market value adjustment, which may increase
or decrease the account value. See "fixed maturity options" in your   
Prospectus for more information.                                      

/6./ The number of investment options available under a particular contract is  
    subject to change. Please refer to your Prospectus for more information on
investment options available under your contract.                     

X-5 

APPENDIX X: EXCHANGE PROGRAM  

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-------------------------------------------------------------------------------------------------------------------
                             PRIOR CONTRACTS                                              NEW CONTRACT             
-------------------------------------------------------------------------------------------------------------------
 ACCUMULATOR/ SM/ (YEARS 1999, 2000 AND 2001)/1 /     ACCUMULATOR SELECT/SM/    RETIREMENT CORNERSTONE(R) SERIES   
                                                      (YEARS 1999 AND 2000)/ 1/ E                                  
-------------------------------------------------------------------------------------------------------------------
                                                                                                                   
Annual            If the account value on    $30                None            If your account value on   $30     
Contract Fee:     a contract date            $0                                 a contract date            $0      
                  anniversary is less is                                        anniversary is less than           
                  less than $25,000.                                            $50,000/2,3/.                      
                  If the account value on                                       If your account value on           
                  a contract date                                               a contract date                    
                  anniversary is less is                                        anniversary is $50,000             
                  more than $25,000.                                            or more/2/.                        
-------------------------------------------------------------------------------------------------------------------
Total Separate             1.35% - 1.65%                    1.60% - 170%                     1.30%                 
Account Annual                                                                                                     
Expenses:                                                                                                          
-------------------------------------------------------------------------------------------------------------------
Death Benefit:    The greater of: (i) your account    The greater of: (i) your  For the purposes of determining    
                  value, less any outstanding loan    account value, less any   the death benefit under your       
                  balance plus accrued interest as    outstanding loan balance  Re-tirement Cornerstone(R)         
                  of the date we receive              plus accrued interest as  Series E contract, we treat your   
                  satisfactory proof of death, any    of the date we receive    Investment account and any         
                  required instructions,              satisfactory proof of     Guaranteed minimum death benefit   
                  information and forms necessary     death, any required       funded by your Protected Benefit   
                  to effect payment; and (ii) your    instructions,             account differently.               
                  total contributions, ad-justed      information and forms     The death benefit in connection    
                  for withdrawals and any             necessary to effect       with your Investment account is    
                  withdrawal charges and any taxes    payment; and (ii) your    equal to your Investment account   
                  that may apply, less any            total contributions,      value as of the date we receive    
                  outstanding loan balance plus       adjusted for              satisfactory proof of death, any   
                  accrued interest.                   with-drawals and any      required instructions for the      
                                                      withdrawal charges and    method of payment, and any         
                                                      any taxes that may        required information and forms     
                                                      apply, less any           necessary to effect payment. The   
                                                      outstanding loan balance  death benefit payable in           
                                                      plus accrued interest.    con-nection with your Protected    
                                                                                Benefit account will be based on   
                                                                                the greater of (i) your            
                                                                                Protected Benefit account value,   
                                                                                and (ii) the benefit base of       
                                                                                your Guaranteed minimum death      
                                                                                benefit.                           
-------------------------------------------------------------------------------------------------------------------
Return of                  Not Applicable                  Not Applicable            No Additional Charge*         
Principal                                                                       *PLEASE BE ADVISED THAT THE        
Death Benefit                                                                   RETURN OF PRINCIPAL DEATH          
Charge/4/:                                                                      BENEFIT DOES NOT HAVE AN           
                                                                                ADDITIONAL CHARGE, BUT THIS        
                                                                                GUARANTEED BENEFIT MUST BE         
                                                                                ELECTED IN COMBINATION WITH THE    
                                                                                GUARANTEED MINIMUM INCOME          
                                                                                BENEFIT, WHICH DOES HAVE A         
                                                                                CHARGE.                            
-------------------------------------------------------------------------------------------------------------------
Highest                    Not Applicable                  Not Applicable         0.35% (current and maximum)      
Anniversary                                                                                                        
Value Death                                                                                                        
Benefit                                                                                                            
Charge/4/:                                                                                                         
-------------------------------------------------------------------------------------------------------------------
"Greater of"               Not Applicable                  Not Applicable               1.15% (current)            
Death Benefit                                                                           2.30% (maximum)            
Charge/4/:                                                                                                         
-------------------------------------------------------------------------------------------------------------------
RMD Wealth                 Not Applicable                  Not Applicable               0.90% (current)            
Guard Death                                                                             1.80% (maximum)            
Benefit                                                                                                            
Charge/4/:                                                                                                         
-------------------------------------------------------------------------------------------------------------------
Guaranteed                 Not Applicable                  Not Applicable               1.15% (current)            
Minimum Income                                                                          2.30% (maximum)            
Benefit                                                                                                            
Charge/4/:                                                                                                         
-------------------------------------------------------------------------------------------------------------------

X-6 

APPENDIX X: EXCHANGE PROGRAM  

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---------------------------------------------------------------------------------------------------------------------------
                       PRIOR CONTRACTS                                                  NEW CONTRACT                       
---------------------------------------------------------------------------------------------------------------------------
 ACCUMULATOR/ SM/ (YEARS 1999, 2000 AND                    ACCUMULATOR              RETIREMENT                             
 2001)/1 /                                                 SELECT/SM/ (YEARS        CORNERSTONE(R)                         
                                                           1999 AND 2000)/ 1/       SERIES E                               
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
Lifetime Minimum                   3%                              No                        1%                            
Guaranteed Interest                                                                                                        
Rate in the                                                                                                                
Guaranteed Interest                                                                                                        
Option:                                                                                                                    
---------------------------------------------------------------------------------------------------------------------------
Loan Features (if                  Yes                             Yes                       No                            
your employer's                                                                                                            
plan permits):                                                                                                             
---------------------------------------------------------------------------------------------------------------------------
Fixed Maturity                     Yes                             Yes                       No                            
Options/5/:                                                                                                                
---------------------------------------------------------------------------------------------------------------------------
Variable Investment          Not Applicable                  Not Applicable                   7                            
Options with your                                                                      Various Classes                     
Protected Benefit                                                                                                          
Account/6/:                                                                                                                
---------------------------------------------------------------------------------------------------------------------------
Variable Investment              26 - 32                         22 - 31                     109                           
Options with your                                                                      Various Classes                     
Investment                                                                                                                 
Account/6/:                                                                                                                
---------------------------------------------------------------------------------------------------------------------------
Sources of                .   Full or partial              .   Full or partial      .   Full exchange,                     
Permitted                     exchange,                        exchange,                rollover or                        
Subsequent                    rollover or                      rollover or              direct transfer                    
Contributions                 direct transfer                  direct transfer          from a Prior                       
                              from another                     from another             Contract                           
                              annuity contract                 annuity                                                     
                              or other eligible                contract or                                                 
                              investment                       other eligible                                              
                          .   After tax check                  investment                                                  
                                                           .   After tax check                                             

/1./ If you elected a Guaranteed benefit under a Prior Contract, you would not  
   be eligible for the exchange program. Therefore, in the column for "Prior
    Contracts", Guaranteed benefits are either not reflected or categorized as
"Not Applicable".                                                     

/2./ If the contract is surrendered or annuitized or a death benefit is paid on 
 any date other than the contract date anniversary, we will deduct a pro
rata portion of the administrative charge for that year.              

/3./ During the first two contract years this charge, if applicable, is equal   
 to the lesser of $30 or 2% of your Total account value. Thereafter, the
charge, if applicable, is $30 for each contract year.                 

/4./ The Return of Principal death benefit and the "Greater of" death benefit   
   can only be elected in combination with the GMIB. The Highest Anniversary
   Value death benefit can be elected with or without selecting the GMIB. If
 you elect the GMIB and do not elect a guaranteed minimum death benefit,
   you will automatically receive the Return of Principal death benefit. The
  RMD Wealth Guard death benefit cannot be elected in combination with the
GMIB. Please see "Retirement Cornerstone(R) Series E at a glance - key
 features" in the Retirement Cornerstone(R) Series E Prospectus for more
information related to these guaranteed benefits.                     

/5./ Fixed Maturity Options offer a fixed rate of interest if held to maturity. 
  Fixed Maturity Options generally have maturity dates that range from one
   to ten years. Withdrawals or transfers from a Fixed Maturity Option prior
   to maturity may be subject to market value adjustment, which may increase
or decrease the account value. See "fixed maturity options" in your   
Prospectus for more information.                                      

/6./ The number of investment options available under a particular contract is  
    subject to change. Please refer to your Prospectus for more information on
investment options available under your contract.                     

X-7 

APPENDIX X: EXCHANGE PROGRAM  

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B. ACCUMULATOR (SERIES 1995 THROUGH SERIES 2001)  

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------
                          PRIOR CONTRACTS                                     NEW CONTRACT            
------------------------------------------------------------------------------------------------------
 ACCUMULATOR PLUS/SM/ (YEAR 1999)/1/         ACCUMULATOR PLUS/SM/    RETIREMENT CORNERSTONE(R)        
                                             (YEARS 2000 AND         SERIES E                         
                                             2001)/1/                                                 
------------------------------------------------------------------------------------------------------
                                                                                                      
Annual Contract Fee:          None                    None            If your account value    $30    
                                                                      on a contract date              
                                                                      anniversary is less             
                                                                      than $50,000/2,3/.              

                                                                      If your account value    $0     
                                                                      on a contract date              
                                                                      anniversary is                  
                                                                      $50,000 or more/2/.             
-                    ---------------------------------------------------------------------------------
Total Separate               1.60%                1.60%-1.70%                    1.30%                
Account Annual                                                                                        
Expenses:                                                                                             
------------------------------------------------------------------------------------------------------
Death Benefit:       The death benefit is     The greater of: (i)     For the purposes of             
                     equal to the return of   your account value,     determining the death benefit   
                     your account value as    less any outstanding    under your Retirement           
                     of the date we receive   loan balance plus       Cornerstone(R) Series E         
                     satisfactory proof of    accrued interest as     contract, we treat your         
                     death and all            of the date we          Investment account and any      
                     information and forms    receive                 Guaranteed minimum death        
                     necessary to effect      sat- isfactory proof    benefit funded by your          
                     payment.                 of death, any           Protected Benefit account       
                                              required                differently.                    
                                              instructions,                                           
                                              information and forms   The death benefit in            
                                              necessary to effect     connection with your            
                                              payment; and (ii)       Investment account is equal     
                                              your total              to your Investment account      
                                              con- tributions,        value as of the date we         
                                              adjusted for            receive satisfactory proof of   
                                              withdrawals and any     death, any required             
                                              withdrawal charges      instructions for the method     
                                              and any taxes that      of payment, and any required    
                                              may apply, less any     information and forms           
                                              outstanding loan        necessary to effect payment.    
                                              balance plus accrued    The death benefit payable in    
                                              interest.               connection with your            
                                                                      Protected Benefit account       
                                                                      will be based on the greater    
                                                                      of (i) your Protected Benefit   
                                                                      account value, and (ii) the     
                                                                      benefit base of your            
                                                                      Guaranteed minimum death        
                                                                      benefit.                        
------------------------------------------------------------------------------------------------------
Return of Principal      Not Applicable          Not Applicable          No Additional Charge*        
Death Benefit                                                        *PLEASE BE ADVISED THAT THE      
Charge/4/:                                                           RETURN OF PRINCIPAL DEATH        
                                                                     BENEFIT DOES NOT HAVE AN         
                                                                     ADDITIONAL CHARGE, BUT THIS      
                                                                     GUARANTEED BENEFIT MUST BE       
                                                                     ELECTED IN COMBINATION WITH      
                                                                     THE GUARANTEED MINIMUM IN-COME   
                                                                     BENEFIT, WHICH DOES HAVE A       
                                                                     CHARGE.                          
------------------------------------------------------------------------------------------------------
Highest Anniversary      Not Applicable          Not Applicable       0.35% (current and maximum)     
Value Death Benefit                                                                                   
Charge/4/:                                                                                            
------------------------------------------------------------------------------------------------------
"Greater of" Death       Not Applicable          Not Applicable             1.15% (current)           
Benefit Charge/4/:                                                          2.30% (maximum)           

X-8 

APPENDIX X: EXCHANGE PROGRAM  

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-----------------------------------------------------------------------------------------------------------------------------
                            PRIOR CONTRACTS                                        NEW CONTRACT                              
-----------------------------------------------------------------------------------------------------------------------------
 ACCUMULATOR PLUS/SM/ (YEAR 1999)/1/             ACCUMULATOR PLUS/SM/       RETIREMENT CORNERSTONE(R)                        
                                                 (YEARS 2000 AND 2001)/1/   SERIES E                                         
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                                             
-----------------------------------------------------------------------------------------------------------------------------
RMD Wealth Guard           Not Applicable             Not Applicable             0.90% (current)                             
Death Benefit                                                                    1.80% (maximum)                             
Charge/4/:                                                                                                                   
-----------------------------------------------------------------------------------------------------------------------------
Guaranteed Minimum         Not Applicable             Not Applicable             1.15% (current)                             
Income Benefit                                                                   2.30% (maximum)                             
Charge/4/:                                                                                                                   
-----------------------------------------------------------------------------------------------------------------------------
Lifetime Minimum                 No                         No                          1%                                   
Guaranteed Interest                                                                                                          
Rate in the                                                                                                                  
Guaranteed Interest                                                                                                          
Option:                                                                                                                      
-----------------------------------------------------------------------------------------------------------------------------
Loan Features (if                No                        Yes                          No                                   
your employer's                                                                                                              
plan permits):                                                                                                               
-----------------------------------------------------------------------------------------------------------------------------
Fixed Maturity                   No                         No                          No                                   
Options/5/:                                                                                                                  
-----------------------------------------------------------------------------------------------------------------------------
Variable Investment        Not Applicable             Not Applicable                    7                                    
Options with your                                                                Various Classes                             
Protected Benefit                                                                                                            
Account/6/:                                                                                                                  
-----------------------------------------------------------------------------------------------------------------------------
Variable Investment              28                       31-32                        109                                   
Options with your                                                                Various Classes                             
Investment                                                                                                                   
Account/6/:                                                                                                                  
-----------------------------------------------------------------------------------------------------------------------------
Sources of            .   Full or partial        .   Full or partial        .   Full exchange,                               
Permitted                 exchange, rollover         exchange, rollover         rollover or direct                           
Subsequent                or direct transfer         or direct transfer         transfer from a Prior                        
Contributions             from another annuity       from another annuity       Contract                                     
                          contract or other          contract or other                                                       
                          eligible investment        eligible investment                                                     
                      .   After tax check        .   After tax check                                                         

/1./ If you elected a Guaranteed benefit under a Prior Contract, you would not  
   be eligible for the exchange program. Therefore, in the column for "Prior
    Contracts", Guaranteed benefits are either not reflected or categorized as
"Not Applicable".                                                     

/2./ If the contract is surrendered or annuitized or a death benefit is paid on 
 any date other than the contract date anniversary, we will deduct a pro
rata portion of the administrative charge for that year.              

/3./ During the first two contract years this charge, if applicable, is equal   
 to the lesser of $30 or 2% of your Total account value. Thereafter, the
charge, if applicable, is $30 for each contract year.                 

/4./ The Return of Principal death benefit and the "Greater of" death benefit   
   can only be elected in combination with the GMIB. The Highest Anniversary
   Value death benefit can be elected with or without selecting the GMIB. If
 you elect the GMIB and do not elect a guaranteed minimum death benefit,
   you will automatically receive the Return of Principal death benefit. The
  RMD Wealth Guard death benefit cannot be elected in combination with the
GMIB. Please see "Retirement Cornerstone(R) Series E at a glance - key
 features" in the Retirement Cornerstone(R) Series E Prospectus for more
information related to these guaranteed benefits.                     

/5./ Fixed Maturity Options offer a fixed rate of interest if held to maturity. 
  Fixed Maturity Options generally have maturity dates that range from one
   to ten years. Withdrawals or transfers from a Fixed Maturity Option prior
   to maturity may be subject to market value adjustment, which may increase
or decrease the account value. See "fixed maturity options" in your   
Prospectus for more information.                                      

/6./ The number of investment options available under a particular contract is  
    subject to change. Please refer to your Prospectus for more information on
investment options available under your contract.                     

X-9 

APPENDIX X: EXCHANGE PROGRAM  

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B. ACCUMULATOR (SERIES 1995 THROUGH SERIES 2001)  

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-------------------------------------------------------------------------------------------------
                  PRIOR CONTRACTS                                   NEW CONTRACT                 
-------------------------------------------------------------------------------------------------
 ACCUMULATOR(R) ELITE/SM/ (YEAR 2001)                 RETIREMENT CORNERSTONE(R) SERIES E         
-------------------------------------------------------------------------------------------------
                                                                                                 
Annual Contract Fee:                None              If your account value on a         $30     
                                                      contract date anniversary is               
                                                      less than $50,000/2,3/.                    

                                                      If your account value on a         $0      
                                                      contract date anniversary is               
                                                      $50,000 or more/2/.                        
-------------------------------------------------------------------------------------------------
Total Separate Account             1.60%                               1.30%                     
Annual Expenses:                                                                                 
-------------------------------------------------------------------------------------------------
Death Benefit:            The death benefit is        For the purposes of determining the        
                          equal to the return of      death benefit under your Retirement        
                          your account value as of    Cornerstone(R) Series E contract, we       
                          the date we receive         treat your Investment account and any      
                          satisfactory proof of       Guaranteed minimum death benefit funded    
                          death and all information   by your Protected Benefit account          
                          and forms necessary to      differently.                               
                          effect payment.                                                        
                                                      The death benefit in connection with       
                                                      your Investment account is equal to your   
                                                      Investment account value as of the date    
                                                      we receive satisfactory proof of death,    
                                                      any required instructions for the method   
                                                      of payment, and any required information   
                                                      and forms necessary to effect payment.     
                                                      The death benefit payable in connection    
                                                      with your Protected Benefit account will   
                                                      be based on the greater of (i) your        
                                                      Protected Benefit account value, and       
                                                      (ii) the benefit base of your Guaranteed   
                                                      minimum death benefit.                     
-------------------------------------------------------------------------------------------------
Return of Principal            Not Applicable                  No Additional Charge*             
Death Benefit                                         *PLEASE BE ADVISED THAT THE RETURN OF      
Charge/4/:                                            PRINCIPAL DEATH BENEFIT DOES NOT HAVE AN   
                                                      ADDITIONAL CHARGE, BUT THIS GUARANTEED     
                                                      BENEFIT MUST BE ELECTED IN COMBINATION     
                                                      WITH THE GUARANTEED MINI-MUM INCOME        
                                                      BENEFIT, WHICH DOES HAVE A CHARGE.         
-------------------------------------------------------------------------------------------------
Highest Anniversary            Not Applicable               0.35% (current and maximum)          
Value Death Benefit                                                                              
Charge/4/:                                                                                       
-------------------------------------------------------------------------------------------------
"Greater of" Death             Not Applicable                     1.15% (current)                
Benefit Charge/4/:                                                2.30% (maximum)                
-------------------------------------------------------------------------------------------------
RMD Wealth Guard Death         Not Applicable                     0.90% (current)                
Benefit Charge/4/:                                                1.80% (maximum)                
-------------------------------------------------------------------------------------------------
Guaranteed Minimum             Not Applicable                     1.15% (current)                
Income Benefit                                                    2.30% (maximum)                
Charge/4/:                                                                                       
-------------------------------------------------------------------------------------------------
Lifetime Minimum                     No                                  1%                      
Guaranteed Interest                                                                              
Rate in the Guaranteed                                                                           
Interest Option:                                                                                 
-------------------------------------------------------------------------------------------------
Loan Features (if                   Yes                                  No                      
your employer's plan                                                                             
permits):                                                                                        
-------------------------------------------------------------------------------------------------

X-10  

APPENDIX X: EXCHANGE PROGRAM  

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--------------------------------------------------------------------------------------------------------------------------------
                     PRIOR CONTRACTS                                  NEW CONTRACT                                              
--------------------------------------------------------------------------------------------------------------------------------
 ACCUMULATOR(R) ELITE/SM/ (YEAR 2001)                      RETIREMENT CORNERSTONE(R) SERIES E                                   
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                
Fixed Maturity                        Yes                                   No                                                  
Options/5/:                                                                                                                     
--------------------------------------------------------------------------------------------------------------------------------
Variable Investment              Not Applicable                             7                                                   
Options with your                                                    Various Classes                                            
Protected Benefit                                                                                                               
Account/6/:                                                                                                                     
--------------------------------------------------------------------------------------------------------------------------------
Variable Investment                    28                                  109                                                  
Options with your                                                    Various Classes                                            
Investment Account/6/:                                                                                                          
--------------------------------------------------------------------------------------------------------------------------------
Sources of Permitted   .   Full or partial exchange,       .   Full exchange, rollover or                                       
Subsequent                 rollover or direct transfer         direct transfer from a Prior                                     
Contributions              from another annuity contract       Contract                                                         
                           or other eligible investment                                                                         
                       .   After tax check                                                                                      
--------------------------------------------------------------------------------------------------------------------------------

/1./ If you elected a Guaranteed benefit under a Prior Contract, you would not  
   be eligible for the exchange program. Therefore, in the column for "Prior
    Contracts", Guaranteed benefits are either not reflected or categorized as
"Not Applicable".                                                     

/2./ If the contract is surrendered or annuitized or a death benefit is paid on 
 any date other than the contract date anniversary, we will deduct a pro
rata portion of the administrative charge for that year.              

/3./ During the first two contract years this charge, if applicable, is equal   
 to the lesser of $30 or 2% of your Total account value. Thereafter, the
charge, if applicable, is $30 for each contract year.                 

/4./ The Return of Principal death benefit and the "Greater of" death benefit   
   can only be elected in combination with the GMIB. The Highest Anniversary
   Value death benefit can be elected with or without selecting the GMIB. If
 you elect the GMIB and do not elect a guaranteed minimum death benefit,
   you will automatically receive the Return of Principal death benefit. The
  RMD Wealth Guard death benefit cannot be elected in combination with the
GMIB. Please see "Retirement Cornerstone(R) Series E at a glance - key
 features" in the Retirement Cornerstone(R) Series E Prospectus for more
information related to these guaranteed benefits.                     

/5./ Fixed Maturity Options offer a fixed rate of interest if held to maturity. 
  Fixed Maturity Options generally have maturity dates that range from one
   to ten years. Withdrawals or transfers from a Fixed Maturity Option prior
   to maturity may be subject to market value adjustment, which may increase
or decrease the account value. See "fixed maturity options" in your   
Prospectus for more information.                                      

/6./ The number of investment options available under a particular contract is  
    subject to change. Please refer to your Prospectus for more information on
investment options available under your contract.                     

X-11  

APPENDIX X: EXCHANGE PROGRAM  

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C. EQUI-VEST(R) (SERIES 100-500 THROUGH SERIES 801) 

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--------------------------------------------------------------------------------------------------------------------
                              PRIOR CONTRACTS                                                NEW CONTRACT           
--------------------------------------------------------------------------------------------------------------------
 EQUI-VEST(R) (SERIES 100-500)/1/                    EQUI-VEST(R) (SERIES 201)/1/    RETIREMENT CORNERSTONE(R)      
                                                     EMPLOYER-SPONSORED              SERIES E                       
                                                     RETIREMENT PLANS                                               
--------------------------------------------------------------------------------------------------------------------
                                                                                                                    
Annual                 Series 100 and 200 The        If your total       $30         If your account     $30        
Administrative Charge: Series 300, 400    lesser of  account value on    (current)   value on a                     
                       and 500/2/         $30 or 2%  the last day of     $65         contract date                  
                                          of your    your contract       (maximum)   anniversary is                 
                                          account    year is less than               less than                      
                                          value,     $25,000/3,4/.                   $50,000/3,4/.                  
                                          plus any                                                                  
                                          amounts    If your total       $0          If your account     $0         
                                          previously account value on                value on a                     
                                          withdrawn  the last day of                 contract date                  
                                          during     your contract                   anniversary is                 
                                          the        year is $25,000                 $50,000 or                     
                                          contract   or more; or if                  more/4/.                       
                                          year.      the total account                                              
                                          $30        values of all                                                  
                                          (current)  EQUI-VEST(R)                                                   
                                          $65        contracts, owned                                               
                                          (maximum)  by the same                                                    
                                                     person, when                                                   
                                                     added together,                                                
                                                     exceeds $100,                                                  
                                                     000/4/.                                                        
--------------------------------------------------------------------------------------------------------------------
Total Separate                 1.34%-2.00%                      1.20%                           1.30%               
Account Annual                                                                                                      
Expenses:                                                                                                           
--------------------------------------------------------------------------------------------------------------------
Death Benefit:         The death benefit is equal    The greater of: (i) your        For the purposes of            
                       to the return of your         account value, less any         determining the death          
                       account value as of the date  outstanding loan balance        benefit under your             
                       we receive satisfactory       plus accrued interest as of     Retirement Cornerstone(R)      
                       proof of death and all        the date we receive             Series E contract, we treat    
                       information and forms         satisfactory proof of death,    your Investment account and    
                       necessary to effect payment.  any required instructions,      any Guaranteed minimum death   
                                                     information and forms           benefit funded by your         
                                                     necessary to effect payment;    Protected Benefit account      
                                                     and (ii) your total             differently.                   
                                                     contributions, adjusted for                                    
                                                     withdrawals and any             The death benefit in           
                                                     withdrawal charges and any      connection with your           
                                                     taxes that may apply, less      Investment account is equal    
                                                     any outstanding loan balance    to your Investment account     
                                                     plus accrued interest.          value as of the date we        
                                                                                     receive satisfactory proof     
                                                                                     of death, any required         
                                                                                     instructions for the method    
                                                                                     of payment, and any required   
                                                                                     information and forms          
                                                                                     necessary to effect payment.   
                                                                                     The death benefit payable in   
                                                                                     connection with your           
                                                                                     Protected Benefit account      
                                                                                     will be based on the greater   
                                                                                     of (i) your Protected          
                                                                                     Benefit account value, and     
                                                                                     (ii) the benefit base of       
                                                                                     your Guaranteed minimum        
                                                                                     death benefit.                 
--------------------------------------------------------------------------------------------------------------------
Return of                     Not Applicable                Not Applicable              No Additional Charge*       
Principal                                                                            *PLEASE BE ADVISED THAT THE    
Death Benefit                                                                        RETURN OF PRINCIPAL DEATH      
Charge/5/:                                                                           BENEFIT DOES NOT HAVE AN       
                                                                                     ADDITIONAL CHARGE, BUT THIS    
                                                                                     GUARANTEED BENEFIT MUST BE     
                                                                                     ELECTED IN COMBINATION WITH    
                                                                                     THE GUARANTEED MINIMUM         
                                                                                     INCOME BENEFIT, WHICH DOES     
                                                                                     HAVE A CHARGE.                 
--------------------------------------------------------------------------------------------------------------------

X-12  

APPENDIX X: EXCHANGE PROGRAM  

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-------------------------------------------------------------------------------------------------------------------------
                   PRIOR CONTRACTS                                                       NEW CONTRACT                    
-------------------------------------------------------------------------------------------------------------------------
 EQUI-VEST(R) (SERIES 100-500)/1/                     EQUI-VEST(R)                    RETIREMENT                         
                                                      (SERIES 201)/1/                 CORNERSTONE(R)                     
                                                      EMPLOYER-SPONSORED              SERIES E                           
                                                      RETIREMENT PLANS                                                   
-------------------------------------------------------------------------------------------------------------------------
                                                                                                                         
Highest                 Not Applicable                  Not Applicable                0.35% (current and                 
Anniversary                                                                                maximum)                      
Value Death                                                                                                              
Benefit                                                                                                                  
Charge/5/:                                                                                                               
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
"Greater of"            Not Applicable                  Not Applicable                  1.15% (current)                  
Death Benefit                                                                           2.30% (maximum)                  
Charge/5/:                                                                                                               
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
RMD Wealth              Not Applicable                  Not Applicable                  0.90% (current)                  
Guard Death                                                                             1.80% (maximum)                  
Benefit                                                                                                                  
Charge/5/:                                                                                                               
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Guaranteed              Not Applicable                  Not Applicable                  1.15% (current)                  
Minimum Income                                                                          2.30% (maximum)                  
Benefit                                                                                                                  
Charge/5/:                                                                                                               
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Lifetime                    1%-3%                           1%-1.5%                           1%                         
Minimum                                                                                                                  
Guaranteed                                                                                                               
Interest Rate                                                                                                            
in the                                                                                                                   
Guaranteed                                                                                                               
Interest                                                                                                                 
Option:                                                                                                                  
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Fixed Maturity               Yes                              No                              No                         
Options/6/:                                                                                                              
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Loan Features                 No                              Yes                             No                         
(if                                                                                                                      
your employer's                                                                                                          
plan permits):                                                                                                           
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Variable                Not Applicable                  Not Applicable                         7                         
Investment                                                                              Various Classes                  
Options with                                                                                                             
your Protected                                                                                                           
Benefit                                                                                                                  
Account/7/:                                                                                                              
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Variable                      99                              98                              109                        
Investment             Various classes                  Various classes                 Various classes                  
Options with                                                                                                             
your                                                                                                                     
Investment                                                                                                               
Account/7/:                                                                                                              
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Sources of            .   Full or                     .   Full or partial             .   Full exchange,                 
Permitted                 partial                         rollover or                     rollover or                    
Subsequent                exchange,                       direct transfer                 direct transfer                
Contributions             rollover or                     from another                    from a Prior                   
                          direct                          annuity                         Contract                       
                          transfer from                   contract or                                                    
                          another                         other eligible                                                 
                          annuity                         investment                                                     
                          contract or                 .   Payroll                                                        
                          other eligible                  contribution                                                   
                          investment                                                                                     
                      .   After tax check                                                                                
-------------------------------------------------------------------------------------------------------------------------

/1./ If you elected a Guaranteed benefit under a Prior Contract, you would not  
   be eligible for the exchange program. Therefore, in the column for "Prior
    Contracts", Guaranteed benefits are either not reflected or categorized as
"Not Applicable".                                                     

/2./ For the EQUI-VEST(R) series 300, 400 and 500 contracts, during the first   
  two contract years this charge, if it applies, is equal to the lesser of
$30 or 2% of your Total account value, plus any amounts previously    
    withdrawn during the contract year. Thereafter, the charge is $30 for each
contract year.                                                        

/3./ For the EQUI-VEST(R) Series 201 contract, during the first two contract    
  years this charge, if applicable, is equal to the lesser of $30 or 2% of
your Total account value. For the Retirement Cornerstone(R) Series E  
   contract, during the first two contract years this charge, if applicable,
is equal to the lesser of $30 or 2% of your Total account value.      
Thereafter, the charge, if applicable, is $30 for each contract year. 

/4./ If the contract is surrendered or annuitized or a death benefit is paid on 
 any date other than the contract date anniversary, we will deduct a pro
rata portion of the charge for that year.                             

/5./ The Return of Principal death benefit and the "Greater of" death benefit   
   can only be elected in combination with the GMIB. The Highest Anniversary
   Value death benefit can be elected with or without selecting the GMIB. If
 you elect the GMIB and do not elect a guaranteed minimum death benefit,
   you will automatically receive the Return of Principal death benefit. The
  RMD Wealth Guard death benefit cannot be elected in combination with the
GMIB. Please see "Retirement Cornerstone(R) Series E at a glance - key
 features" in the Retirement Cornerstone(R) Series E Prospectus for more
information related to these guaranteed benefits.                     

/6./ Fixed Maturity Options offer a fixed rate of interest if held to maturity. 
  Fixed Maturity Options generally have maturity dates that range from one
   to ten years. Withdrawals or transfers from a Fixed Maturity Option prior
   to maturity may be subject to market value adjustment, which may increase
or decrease the account value. See "fixed maturity options" in your   
Prospectus for more information.                                      

/7./ The number of investment options available under a particular contract is  
    subject to change. Please refer to your Prospectus for more information on
investment options available under your contract.                     

X-13  

APPENDIX X: EXCHANGE PROGRAM  

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C. EQUI-VEST(R) (SERIES 100-500 THROUGH SERIES 801) 

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------------------------------------------------------------------------------------------------------------------------
                                  PRIOR CONTRACTS                                               NEW CONTRACT            
------------------------------------------------------------------------------------------------------------------------
 EQUI-VEST(R) EXPRESS/SM/ (SERIES 700)/1/            EQUI-VEST(R) EXPRESS/SM/          RETIREMENT CORNERSTONE(R)        
                                                     (SERIES 701)/1/                   SERIES E                         
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
Annual          If your total account  $30 (current) If your total account     $50     If your account value     $30    
Administrative  value on the last day  $65 (maximum) value on the last day             on a contract date               
Charge:         of your contract year                of your contract year             anniversary is less              
                is less than $25,000                 is less than $100,000.            than $50,000/2,3/.               
                for NQ contracts (or                                                                                    
                less than $20,000 for                If your total account      $0     If your account value      $0    
                IRA contracts)/2/.                   value on the last day             on a contract date               
                                                     of your contract year             anniversary is $50,000           
                                                     is $100,000 or more.              or more/3/.                      

                If your total account       $0                                                                          
                value on the last day                                                                                   
                of your contract year                                                                                   
                is $25,000 or more                                                                                      
                for NQ contracts (or                                                                                    
                $20,000 or more for                                                                                     
                IRA contracts).                                                                                         
------------------------------------------------------------------------------------------------------------------------
Total Separate             0.95% - 2.00%                         1.10%                             1.30%                
Account Annual                                                                                                          
Expenses:                                                                                                               
------------------------------------------------------------------------------------------------------------------------
Death Benefit:  The death benefit is equal to the    The death benefit is equal to     For the purposes of              
                return of your account value as of   the return of your account        determining the death benefit    
                the date we receive satisfactory     value as of the date we           under your Retirement            
                proof of the annuitant's death and   receive satisfactory proof of     Cornerstone(R) Series E          
                all information and forms necessary  the annuitant's death and all     contract, we treat your          
                to effect payment.                   information and forms             Investment account and any       
                                                     necessary to effect payment.      Guaranteed minimum death         
                                                                                       benefit funded by your           
                                                                                       Protected Benefit account        
                                                                                       differently.                     

                                                                                       The death benefit in             
                                                                                       connection with your             
                                                                                       Investment account is equal to   
                                                                                       your Investment account value    
                                                                                       as of the date we receive        
                                                                                       satisfactory proof of death,     
                                                                                       any required instructions for    
                                                                                       the method of payment, and any   
                                                                                       required information and forms   
                                                                                       necessary to effect payment.     
                                                                                       The death benefit payable in     
                                                                                       connection with your Protected   
                                                                                       Benefit account will be based    
                                                                                       on the greater of (i) your       
                                                                                       Protected Benefit account        
                                                                                       value, and (ii) the benefit      
                                                                                       base of your Guaranteed          
                                                                                       minimum death benefit.           
------------------------------------------------------------------------------------------------------------------------
Return of                 Not Applicable                     Not Applicable                No Additional Charge*        
Principal                                                                              *PLEASE BE ADVISED THAT THE      
Death Benefit                                                                          RETURN OF PRINCIPAL DEATH        
Charge/4/:                                                                             BENEFIT DOES NOT HAVE AN         
                                                                                       ADDITIONAL CHARGE, BUT THIS      
                                                                                       GUARANTEED BENEFIT MUST BE       
                                                                                       ELECTED IN COM-BINATION WITH     
                                                                                       THE GUARANTEED MINIMUM INCOME    
                                                                                       BENEFIT, WHICH DOES HAVE A       
                                                                                       CHARGE.                          
------------------------------------------------------------------------------------------------------------------------
Highest                   Not Applicable                     Not Applicable             0.35% (current and maximum)     
Anniversary                                                                                                             
Value Death                                                                                                             
Benefit                                                                                                                 
Charge/4/:                                                                                                              
------------------------------------------------------------------------------------------------------------------------

X-14  

APPENDIX X: EXCHANGE PROGRAM  

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-----------------------------------------------------------------------------------------------------
                            PRIOR CONTRACTS                                       NEW CONTRACT       
-----------------------------------------------------------------------------------------------------
 EQUI-VEST(R) EXPRESS/SM/ (SERIES 700)/1/        EQUI-VEST(R) EXPRESS/SM/   RETIREMENT               
                                                 (SERIES 701)/1/            CORNERSTONE(R) SERIES E  
-----------------------------------------------------------------------------------------------------
                                                                                                     
-----------------------------------------------------------------------------------------------------
"Greater of" Death         Not Applicable             Not Applicable            1.15% (current)      
Benefit Charge/4/:                                                              2.30% (maximum)      
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
RMD Wealth Guard           Not Applicable             Not Applicable            0.90% (current)      
Death Benefit                                                                   1.80% (maximum)      
Charge/4/:                                                                                           
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Guaranteed Minimum         Not Applicable             Not Applicable            1.15% (current)      
Income Benefit                                                                  2.30% (maximum)      
Charge/4/:                                                                                           
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Lifetime Minimum                 No                         No                         1%            
Guaranteed Interest                                                                                  
Rate in the                                                                                          
Guaranteed Interest                                                                                  
Option:                                                                                              
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Fixed Maturity                  Yes                         No                         No            
Options/5/:                                                                                          
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Loan Features (if                No                         No                         No            
your employer's                                                                                      
plan permits):                                                                                       
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Variable Investment        Not Applicable             Not Applicable                   7             
Options with your                                                               Various Classes      
Protected Benefit                                                                                    
Account/6/:                                                                                          
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Variable Investment              99                         99                        109            
Options with your         Various classes            Various classes            Various Classes      
Investment                                                                                           
Account/6/:                                                                                          
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Sources of            .   Full or partial        .   Full or partial        .   Full exchange,       
Permitted                 exchange, rollover         exchange, rollover         rollover or direct   
Subsequent                or direct transfer         or direct transfer         transfer from a      
Contributions             from another annuity       from another annuity       Prior Contract       
                          contract or other          contract or other                               
                          eligible investment        eligible investment                             
                      .   After tax check        .   After tax check                                 
-----------------------------------------------------------------------------------------------------

/1./ If you elected a Guaranteed benefit under a Prior Contract, you would not  
   be eligible for the exchange program. Therefore, in the column for "Prior
    Contracts", Guaranteed benefits are either not reflected or categorized as
"Not Applicable".                                                     

/2./ For the EQUI-VEST(R) Express/SM/ Series 700 contract, during the first two 
  contract years this charge, if applicable, is equal to the lesser of $30
 or 2% of your Total account value plus any prior withdrawals during the
    contract year. For the Retirement Cornerstone(R) Series E contract, during
  the first two contract years this charge, if applicable, is equal to the
  lesser of $30 or 2% of your Total account value. Thereafter, the charge,
if applicable, is $30 for each contract year.                         

/3./ If the contract is surrendered or annuitized or a death benefit is paid on 
 any date other than the contract date anniversary, we will deduct a pro
rata portion of the charge for that year.                             

/4./ The Return of Principal death benefit and the "Greater of" death benefit   
   can only be elected in combination with the GMIB. The Highest Anniversary
   Value death benefit can be elected with or without selecting the GMIB. If
 you elect the GMIB and do not elect a guaranteed minimum death benefit,
   you will automatically receive the Return of Principal death benefit. The
  RMD Wealth Guard death benefit cannot be elected in combination with the
GMIB. Please see "Retirement Cornerstone(R) Series E at a glance - key
 features" in the Retirement Cornerstone(R) Series E Prospectus for more
information related to these guaranteed benefits.                     

/5./ Fixed Maturity Options offer a fixed rate of interest if held to maturity. 
  Fixed Maturity Options generally have maturity dates that range from one
   to ten years. Withdrawals or transfers from a Fixed Maturity Option prior
   to maturity may be subject to market value adjustment, which may increase
or decrease the account value. See "fixed maturity options" in your   
Prospectus for more information.                                      

/6./ The number of investment options available under a particular contract is  
    subject to change. Please refer to your Prospectus for more information on
investment options available under your contract.                     

X-15  

APPENDIX X: EXCHANGE PROGRAM  

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C. EQUI-VEST(R) (SERIES 100-500 THROUGH SERIES 801) 

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------------
                                  PRIOR CONTRACTS                                              NEW CONTRACT           
----------------------------------------------------------------------------------------------------------------------
 EQUI-VEST(R) (SERIES 800)/1/                           EQUI-VEST(R) (SERIES 801)/1/    RETIREMENT CORNERSTONE(R)     
                                                                                        SERIES E                      
----------------------------------------------------------------------------------------------------------------------
                                                                                                                      
Annual           If your total         $30 (current)    If your total        $50        If your account       $30     
Administrative   account value on      $65 (maximum)    account value on     $0         value on a contract   $0      
Charge:          the last day of       $0               the last day of                 date anniversary is           
                 your contract year                     your contract year              less than                     
                 is less than                           is less than                    $50,000/2,3/.                 
                 $25,000 for NQ                         $100,000.                       If your account               
                 contracts (or less                     If your total                   value on a contract           
                 than $20,000 for                       account value on                date anniversary is           
                 IRA contracts)/2/.                     the last day of                 $50,000 or more/3/.           
                 If your total                          your contract year                                            
                 account value on                       is $100,000 or more.                                          
                 the last day of                                                                                      
                 your contract year                                                                                   
                 is $25,000 or more                                                                                   
                 for NQ contracts                                                                                     
                 (or $20,000 or more                                                                                  
                 for IRA contracts).                                                                                  
----------------------------------------------------------------------------------------------------------------------
Total Separate               1.20%-2.00%                            1.25%                          1.30%              
Account Annual                                                                                                        
Expenses:                                                                                                             
----------------------------------------------------------------------------------------------------------------------
Death Benefit:   The death benefit is equal to the      The death benefit is equal to   For the purposes of           
                 return of your account value as of     the return of your account      determining the death         
                 the date we receive satisfactory       value as of the date we         benefit under your            
                 proof of the annuitant's death and     receive satisfactory proof of   Retirement Cornerstone(R)     
                 all information and forms necessary    the annuitant's death and all   Series E contract, we treat   
                 to effect payment.                     information and forms           your Investment account and   
                                                        necessary to effect payment.    any Guaranteed minimum        
                                                                                        death benefit funded by       
                                                                                        your Protected Benefit        
                                                                                        account differently.          
                                                                                        The death benefit in          
                                                                                        connection with your          
                                                                                        Investment account is equal   
                                                                                        to your Investment account    
                                                                                        value as of the date we       
                                                                                        receive satisfactory proof    
                                                                                        of death, any required        
                                                                                        instructions for the method   
                                                                                        of payment, and any           
                                                                                        required information and      
                                                                                        forms necessary to effect     
                                                                                        payment. The death benefit    
                                                                                        payable in connection with    
                                                                                        your Protected Benefit        
                                                                                        account will be based on      
                                                                                        the greater of (i) your       
                                                                                        Protected Benefit account     
                                                                                        value, and (ii) the benefit   
                                                                                        base of your Guaranteed       
                                                                                        minimum death benefit.        
----------------------------------------------------------------------------------------------------------------------
Return of                  Not Applicable                       Not Applicable             No Additional Charge*      
Principal                                                                               *PLEASE BE ADVISED THAT THE   
Death Benefit                                                                           RETURN OF PRINCIPAL DEATH     
Charge/4/:                                                                              BENEFIT DOES NOT HAVE AN      
                                                                                        ADDITIONAL CHARGE, BUT THIS   
                                                                                        GUARANTEED BENEFIT MUST BE    
                                                                                        ELECTED IN COMBINATION WITH   
                                                                                        THE GUARANTEED MINIMUM        
                                                                                        INCOME BENEFIT, WHICH DOES    
                                                                                        HAVE A CHARGE.                
----------------------------------------------------------------------------------------------------------------------
Highest                    Not Applicable                       Not Applicable          0.35% (current and maximum)   
Anniversary                                                                                                           
Value Death                                                                                                           
Benefit                                                                                                               
Charge/4/:                                                                                                            
----------------------------------------------------------------------------------------------------------------------

X-16  

APPENDIX X: EXCHANGE PROGRAM  

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                                                        [Enlarge/Download Table]

---------------------------------------------------------------------------------------------------------------
                            PRIOR CONTRACTS                                            NEW CONTRACT            
---------------------------------------------------------------------------------------------------------------
 EQUI-VEST(R) (SERIES 800)/1/               EQUI-VEST(R) (SERIES 801)/1/    RETIREMENT CORNERSTONE(R) SERIES E 
---------------------------------------------------------------------------------------------------------------
                                                                                                               
"Greater of" Death      Not Applicable             Not Applicable                    1.15% (current)           
Benefit Charge/4/:                                                                   2.30% (maximum)           
---------------------------------------------------------------------------------------------------------------
RMD Wea lth Guard       Not Applicable             Not Applicable                    0.90% (current)           
Death Benefit                                                                        1.80% (maximum)           
Charge/4/:                                                                                                     
---------------------------------------------------------------------------------------------------------------
Guaranteed Minimum      Not Applicable             Not Applicable                    1.15% (current)           
Income Benefit                                                                       2.30% (maximum)           
Charge/4/:                                                                                                     
---------------------------------------------------------------------------------------------------------------
Lifetime Minimum             1%-3%                      1%-3%                               1%                 
Guaranteed Interest                                                                                            
Rate in the                                                                                                    
Guaranteed Interest                                                                                            
Option:                                                                                                        
---------------------------------------------------------------------------------------------------------------
Fixed Maturity                Yes                        No                                 No                 
Options/5/:                                                                                                    
---------------------------------------------------------------------------------------------------------------
Loan Features (if             No                         No                                 No                 
your employer's                                                                                                
plan permits):                                                                                                 
---------------------------------------------------------------------------------------------------------------
Variable Investment     Not Applicable             Not Applicable                           7                  
Options with your                                                                    Various Classes           
Protected Benefit                                                                                              
Account/6/:                                                                                                    
---------------------------------------------------------------------------------------------------------------
Variable Investment           99                         104                               109                 
Options with your       Various Classes            Various Classes                   Various Classes           
Investment                                                                                                     
Account/6/:                                                                                                    
---------------------------------------------------------------------------------------------------------------
Sources of            .   Full or partial   .   Full or partial exchange,   .   Full exchange, rollover or     
Permitted                 exchange,             rollover or direct              direct transfer from a Prior   
Subsequent                rollover or           transfer from another           Contract                       
Contributions             direct transfer       annuity contract or other                                      
                          from another          eligible investment                                            
                          annuity           .   After tax check                                                
                          contract or                                                                          
                          other eligible                                                                       
                          investment                                                                           
                      .   After tax check                                                                      
---------------------------------------------------------------------------------------------------------------

/1./ If you elected a Guaranteed benefit under a Prior Contract, you would not  
   be eligible for the exchange program. Therefore, in the column for "Prior
    Contracts", Guaranteed benefits are either not reflected or categorized as
"Not Applicable".                                                     

/2./ For EQUI-VEST(R) Series 800 contract, during the first two contract years  
 this charge, if applicable, is equal to the lesser of $30 or 2% of your
  Total account value plus any prior withdrawals during the contract year.
   For the Retirement Cornerstone(R) Series E contract, during the first two
  contract years this charge, if applicable, is equal to the lesser of $30
   or 2% of your Total account value. Thereafter, the charge, if applicable,
is $30 for each contract year.                                        

/3./ If the contract is surrendered or annuitized or a death benefit is paid on 
 any date other than the contract date anniversary, we will deduct a pro
rata portion of the charge for that year.                             

/4./ The Return of Principal death benefit and the "Greater of" death benefit   
   can only be elected in combination with the GMIB. The Highest Anniversary
   Value death benefit can be elected with or without selecting the GMIB. If
 you elect the GMIB and do not elect a guaranteed minimum death benefit,
   you will automatically receive the Return of Principal death benefit. The
  RMD Wealth Guard death benefit cannot be elected in combination with the
GMIB. Please see "Retirement Cornerstone(R) Series E at a glance - key
 features" in the Retirement Cornerstone(R) Series E Prospectus for more
information related to these guaranteed benefits.                     

/5./ Fixed Maturity Options offer a fixed rate of interest if held to maturity. 
  Fixed Maturity Options generally have maturity dates that range from one
   to ten years. Withdrawals or transfers from a Fixed Maturity Option prior
   to maturity may be subject to market value adjustment, which may increase
or decrease the account value. See "fixed maturity options" in your   
Prospectus for more information.                                      

/6./ The number of investment options available under a particular contract is  
    subject to change. Please refer to your Prospectus for more information on
investment options available under your contract.                     

X-17  

APPENDIX X: EXCHANGE PROGRAM  

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C. EQUI-VEST(R) (SERIES 100-500 THROUGH SERIES 801) 

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------
                               PRIOR CONTRACTS                                                   NEW CONTRACT                 
------------------------------------------------------------------------------------------------------------------------------
 EQUI-VEST(R) TSA ADVANTAGE/SM/             EQUI-VEST(R) (SERIES 100-400)/1/       RETIREMENT CORNERSTONE(R) SERIES E         
 (SERIES 600)/1/                            EMPLOYER-SPONSORED RETIREMENT PLANS                                               
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
Annual           The lesser of a current    Series 100 and        The lesser of    If your account value on   $30             
Administrative   charge of $30 (maximum     200/2/                $30 or 2% of     a contract date                            
Charge:          charge $65) or 2% of                             your account     anniversary is less than                   
                 your account value, less                         value, plus      $50,000/3,4/.                              
                 any amount previously                            any prior                                                   
                 withdrawn during the                             withdrawals      If your account value on                   
                 contract year.                                   during the       a contract date                            
                                                                  contract year.   anniversary is $50,000                     
                                                                                   or more/4/.                                
                                            Series 300 and        $30 (current)                               $0              
                                            400/2,3/              $65 (maximum)                                               
------------------------------------------------------------------------------------------------------------------------------
Total Separate        1.20% - 2.00%                    1.34% - 2.00%                                1.30%                     
Account Annual                                                                                                                
Expenses:                                                                                                                     
------------------------------------------------------------------------------------------------------------------------------
Death Benefit:   The greater of: (i) your   The greater of: (i) your account       For the purposes of determining the        
                 account value, less any    value, less any outstanding loan       death benefit under your Retirement        
                 outstanding loan balance   balance plus accrued interest as of    Cornerstone(R) Series E contract, we       
                 plus accrued interest as   the date we receive satisfactory       treat your Investment account and any      
                 of the date we receive     proof of death, any required           Guaranteed minimum death benefit funded    
                 satisfactory proof of      instructions, in-formation and         by your Protected Benefit account          
                 death, any required        forms necessary to effect payment;     differently.                               
                 instructions,              and (ii) your total contributions,                                                
                 in-formation and forms     adjusted for withdrawals and any       The death benefit in connection with       
                 necessary to effect        withdrawal charges and any taxes       your Investment account is equal to your   
                 payment; and (ii) your     that may apply, less any               Investment account value as of the date    
                 total contributions,       outstanding loan balance plus          we receive satisfactory proof of death,    
                 adjusted for withdrawals   accrued interest.                      any required instructions for the method   
                 and any with-drawal                                               of payment, and any required information   
                 charges and any taxes                                             and forms necessary to effect payment.     
                 that may apply, less any                                          The death benefit payable in connection    
                 out-standing loan                                                 with your Protected Benefit account will   
                 balance plus accrued                                              be based on the greater of (i) your        
                 interest.                                                         Protected Benefit account value, and       
                                                                                   (ii) the benefit base of your Guaranteed   
                                                                                   minimum death benefit.                     
------------------------------------------------------------------------------------------------------------------------------
Return of             Not Applicable                  Not Applicable                        No Additional Charge*             
Principal                                                                          *PLEASE BE ADVISED THAT THE RETURN OF      
Death Benefit                                                                      PRINCIPAL DEATH BENEFIT DOES NOT HAVE AN   
Charge/5/:                                                                         ADDITIONAL CHARGE, BUT THIS GUARANTEED     
                                                                                   BENEFIT MUST BE ELECTED IN COMBINATION     
                                                                                   WITH THE GUARANTEED MINIMUM INCOME         
                                                                                   BENEFIT, WHICH DOES HAVE A CHARGE.         
------------------------------------------------------------------------------------------------------------------------------
Highest               Not Applicable                  Not Applicable                     0.35% (current and maximum)          
Anniversary                                                                                                                   
Value Death                                                                                                                   
Benefit                                                                                                                       
Charge/5/:                                                                                                                    
------------------------------------------------------------------------------------------------------------------------------
"Greater of"          Not Applicable                  Not Applicable                           1.15% (current)                
Death Benefit                                                                                  2.30% (maximum)                
Charge/5/:                                                                                                                    
------------------------------------------------------------------------------------------------------------------------------
RMD Wealth            Not Applicable                  Not Applicable                           0.90% (current)                
Guard Death                                                                                    1.80% (maximum)                
Bene-fit                                                                                                                      
Charge/5/:                                                                                                                    
------------------------------------------------------------------------------------------------------------------------------
Guaranteed            Not Applicable                  Not Applicable                           1.15% (current)                
Minimum Income                                                                                 2.30% (maximum)                
Benefit                                                                                                                       
Charge/5/:                                                                                                                    
------------------------------------------------------------------------------------------------------------------------------

X-18  

APPENDIX X: EXCHANGE PROGRAM  

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                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------
                                 PRIOR CONTRACTS                                           NEW CONTRACT           
------------------------------------------------------------------------------------------------------------------
 EQUI-VEST(R) TSA ADVANTAGE/SM/ (SERIES 600)/1/  EQUI-VEST(R) (SERIES             RETIREMENT CORNERSTONE(R)       
                                                 100-400)/1/ EMPLOYER-SPONSORED   SERIES E                        
                                                 RETIREMENT PLANS                                                 
------------------------------------------------------------------------------------------------------------------
                                                                                                                  
Lifetime Minimum               1% - 3%                       1% - 4%                            1%                
Guaranteed Interest                                                                                               
Rate in the                                                                                                       
Guaranteed Interest                                                                                               
Option:                                                                                                           
------------------------------------------------------------------------------------------------------------------
Fixed Maturity                   Yes                           Yes                              No                
Options/6/:                                                                                                       
------------------------------------------------------------------------------------------------------------------
Loan Features (if                Yes                           Yes                              No                
your employer's plan                                                                                              
permits):                                                                                                         
------------------------------------------------------------------------------------------------------------------
Variable Investment         Not Applicable               Not Applicable                          7                
Options with your                                                                         Various Classes         
Protected Benefit                                                                                                 
Account/7/:                                                                                                       
------------------------------------------------------------------------------------------------------------------
Variable Investment               99                           99                               109               
Options with your          Various Classes               Various Classes                  Various Classes         
Investment Account/7/:                                                                                            
------------------------------------------------------------------------------------------------------------------
Sources of Permitted   .   Full or partial       .   Full or partial rollover or  .   Full exchange, rollover or  
Subsequent                 rollover or direct        direct transfer from             direct transfer from a      
Contributions              transfer from             another annuity contract or      Prior Contract              
                           another annuity           other eligible investment                                    
                           contract or other     .   Payroll contribution                                         
                           eligible investment                                                                    
                       .   Payroll contribution                                                                   
------------------------------------------------------------------------------------------------------------------

/1./ If you elected a Guaranteed benefit under a Prior Contract, you would not  
   be eligible for the exchange program. Therefore, in the column for "Prior
    Contracts", Guaranteed benefits are either not reflected or categorized as
"Not Applicable".                                                     

/2./ Depending on your Employer's plan, we may be instructed to withdraw a plan 
 operating expense charge from your account value for administrative and
   record-keeping services related to the contract. The charge is determined
 through an arrangement between your Employer and a third party. We will
remit the amount withdrawn to either your Employer or your Employer's 
designee. Please refer to your contract for more information.         

/3./ For EQUI-VEST(R) Employer Sponsored Plans Series 300-400 contracts, during 
   the first two contract years, this charge, if it applies, is equal to the
    lesser of $30 or 2% of your Total account value plus any amount previously
    withdrawn during the contract year. Thereafter, the charge is $30 for each
    contract year. For the Retirement Cornerstone(R) Series E contract, during
  the first two contract years this charge, if applicable, is equal to the
  lesser of $30 or 2% of your Total account value. Thereafter, the charge,
if applicable, is $30 for each contract year.                         

/4./ If the contract is surrendered or annuitized or a death benefit is paid on 
 any date other than the contract date anniversary, we will deduct a pro
rata portion of the charge for that year.                             

/5./ The Return of Principal death benefit and the "Greater of" death benefit   
   can only be elected in combination with the GMIB. The Highest Anniversary
   Value death benefit can be elected with or without selecting the GMIB. If
 you elect the GMIB and do not elect a guaranteed minimum death benefit,
   you will automatically receive the Return of Principal death benefit. The
  RMD Wealth Guard death benefit cannot be elected in combination with the
GMIB. Please see "Retirement Cornerstone(R) Series E at a glance - key
 features" in the Retirement Cornerstone(R) Series E Prospectus for more
information related to these guaranteed benefits.                     

/6./ Fixed Maturity Options offer a fixed rate of interest if held to maturity. 
  Fixed Maturity Options generally have maturity dates that range from one
   to ten years. Withdrawals or transfers from a Fixed Maturity Option prior
   to maturity may be subject to market value adjustment, which may increase
or decrease the account value. See "fixed maturity options" in your   
Prospectus for more information.                                      

/7./ The number of investment options available under a particular contract is  
    subject to change. Please refer to your Prospectus for more information on
investment options available under your contract.                     

X-19  

APPENDIX X: EXCHANGE PROGRAM  

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Appendix XI: Condensed financial information                                    

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

The unit values and number of units outstanding shown below are for contracts   
offered under Separate Account No. 70 with the same daily asset charges of      
1.30%.                                                                          

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE       
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME    
AFTER DECEMBER 31, 2014.                                                        

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------------
                                                                         FOR THE YEAR ENDING
 PORTFOLIO NAME/(*)(+)/                                                   DECEMBER 31, 2014 
--------------------------------------------------------------------------------------------
                                                                                            
 7TWELVE/TM/ BALANCED PORTFOLIO                                                             
--------------------------------------------------------------------------------------------
   Unit value                                                                  $ 10.98      
--------------------------------------------------------------------------------------------
   Number of units outstanding (000's)                                           4,675      
--------------------------------------------------------------------------------------------
 ALL ASSET AGGRESSIVE-ALT 25                                                                
--------------------------------------------------------------------------------------------
   Unit value                                                                  $ 11.23      
--------------------------------------------------------------------------------------------
   Number of units outstanding (000's)                                             350      
--------------------------------------------------------------------------------------------
 ALL ASSET GROWTH-ALT 20                                                                    
--------------------------------------------------------------------------------------------
   Unit value                                                                  $ 13.91      
--------------------------------------------------------------------------------------------
   Number of units outstanding (000's)                                             628      
--------------------------------------------------------------------------------------------
 ALL ASSET MODERATE GROWTH-ALT 15                                                           
--------------------------------------------------------------------------------------------
   Unit value                                                                  $ 10.78      
--------------------------------------------------------------------------------------------
   Number of units outstanding (000's)                                             662      
--------------------------------------------------------------------------------------------
 ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO/(1)/                                  
--------------------------------------------------------------------------------------------
   Unit value                                                                  $ 11.54      
--------------------------------------------------------------------------------------------
   Number of units outstanding (000's)                                             505      
--------------------------------------------------------------------------------------------
 AMERICAN CENTURY VP MID CAP VALUE FUND                                                     
--------------------------------------------------------------------------------------------
   Unit value                                                                  $ 20.38      
--------------------------------------------------------------------------------------------
   Number of units outstanding (000's)                                           1,354      
--------------------------------------------------------------------------------------------
 AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/                                           
--------------------------------------------------------------------------------------------
   Unit value                                                                  $ 10.07      
--------------------------------------------------------------------------------------------
   Number of units outstanding (000's)                                             627      
--------------------------------------------------------------------------------------------
AMERICAN FUNDS INSURANCE SERIES(R) GLOBAL SMALL CAPITALIZATION FUND/SM/                     
--------------------------------------------------------------------------------------------
   Unit value                                                                  $ 11.75      
--------------------------------------------------------------------------------------------
   Number of units outstanding (000's)                                             326      
--------------------------------------------------------------------------------------------
 AMERICAN FUNDS INSURANCE SERIES(R) NEW WORLD FUND(R)                                       
--------------------------------------------------------------------------------------------
   Unit value                                                                  $  9.82      
--------------------------------------------------------------------------------------------
   Number of units outstanding (000's)                                             960      
--------------------------------------------------------------------------------------------
 AXA AGGRESSIVE STRATEGY                                                                    
--------------------------------------------------------------------------------------------
   Unit value                                                                  $ 13.39      
--------------------------------------------------------------------------------------------
   Number of units outstanding (000's)                                          78,119      
--------------------------------------------------------------------------------------------
 AXA BALANCED STRATEGY                                                                      
--------------------------------------------------------------------------------------------
   Unit value                                                                  $ 13.08      
--------------------------------------------------------------------------------------------
   Number of units outstanding (000's)                                          91,852      
--------------------------------------------------------------------------------------------

XI-1  

APPENDIX XI: CONDENSED FINANCIAL INFORMATION  

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UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE       
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME    
AFTER DECEMBER 31, 2014. (CONTINUED)                                            

                                                                [Download Table]

-----------------------------------------------------------------------
                                                    FOR THE YEAR ENDING
 PORTFOLIO NAME/(*)(+)/                              DECEMBER 31, 2014 
-----------------------------------------------------------------------
                                                                       
 AXA CONSERVATIVE GROWTH STRATEGY                                      
-----------------------------------------------------------------------
   Unit value                                            $  12.47      
-----------------------------------------------------------------------
   Number of units outstanding (000's)                     48,006      
-----------------------------------------------------------------------
 AXA CONSERVATIVE STRATEGY                                             
-----------------------------------------------------------------------
   Unit value                                            $  11.31      
-----------------------------------------------------------------------
   Number of units outstanding (000's)                     29,801      
-----------------------------------------------------------------------
 AXA GROWTH STRATEGY                                                   
-----------------------------------------------------------------------
   Unit value                                            $  14.35      
-----------------------------------------------------------------------
   Number of units outstanding (000's)                     91,406      
-----------------------------------------------------------------------
 AXA INTERNATIONAL CORE MANAGED VOLATILITY                             
-----------------------------------------------------------------------
   Unit value                                            $  11.02      
-----------------------------------------------------------------------
   Number of units outstanding (000's)                        263      
-----------------------------------------------------------------------
 AXA LARGE CAP VALUE MANAGED VOLATILITY                                
-----------------------------------------------------------------------
   Unit value                                            $  17.75      
-----------------------------------------------------------------------
   Number of units outstanding (000's)                        240      
-----------------------------------------------------------------------
AXA MODERATE ALLOCATION                                                
-----------------------------------------------------------------------
   Unit value                                            $  12.93      
-----------------------------------------------------------------------
   Number of units outstanding (000's)                      4,693      
-----------------------------------------------------------------------
 AXA MODERATE GROWTH STRATEGY                                          
-----------------------------------------------------------------------
   Unit value                                            $  13.71      
-----------------------------------------------------------------------
   Number of units outstanding (000's)                    202,854      
-----------------------------------------------------------------------
 AXA ULTRA CONSERVATIVE STRATEGY                                       
-----------------------------------------------------------------------
   Unit value                                            $  10.23      
-----------------------------------------------------------------------
   Number of units outstanding (000's)                        155      
-----------------------------------------------------------------------
 AXA/LOOMIS SAYLES GROWTH                                              
-----------------------------------------------------------------------
   Unit value                                            $  16.63      
-----------------------------------------------------------------------
   Number of units outstanding (000's)                        561      
-----------------------------------------------------------------------
 BLACKROCK GLOBAL ALLOCATION V.I. FUND                                 
-----------------------------------------------------------------------
   Unit value                                            $  12.87      
-----------------------------------------------------------------------
   Number of units outstanding (000's)                      3,721      
-----------------------------------------------------------------------
 BLACKROCK LARGE CAP GROWTH V.I. FUND                                  
-----------------------------------------------------------------------
   Unit value                                            $  19.80      
-----------------------------------------------------------------------
   Number of units outstanding (000's)                        900      
-----------------------------------------------------------------------
CHARTER/SM/ SMALL CAP VALUE                                            
-----------------------------------------------------------------------
   Unit value                                            $  17.06      
-----------------------------------------------------------------------
   Number of units outstanding (000's)                        242      
-----------------------------------------------------------------------
 CLEARBRIDGE VARIABLE AGGRESSIVE GROWTH PORTFOLIO                      
-----------------------------------------------------------------------
   Unit value                                            $  10.63      
-----------------------------------------------------------------------
   Number of units outstanding (000's)                        641      
-----------------------------------------------------------------------

XI-2  

APPENDIX XI: CONDENSED FINANCIAL INFORMATION  

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UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE       
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME    
AFTER DECEMBER 31, 2014. (CONTINUED)                                            

                                                                [Download Table]

--------------------------------------------------------------------------
                                                       FOR THE YEAR ENDING
 PORTFOLIO NAME/(*)(+)/                                 DECEMBER 31, 2014 
--------------------------------------------------------------------------
                                                                          
 CLEARBRIDGE VARIABLE EQUITY INCOME PORTFOLIO/(2)/                        
--------------------------------------------------------------------------
   Unit value                                               $  10.59      
--------------------------------------------------------------------------
   Number of units outstanding (000's)                           160      
--------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES/(3)/                      
--------------------------------------------------------------------------
   Unit value                                               $  12.00      
--------------------------------------------------------------------------
   Number of units outstanding (000's)                       103,758      
--------------------------------------------------------------------------
 EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH/(4)/                               
--------------------------------------------------------------------------
   Unit value                                               $  22.11      
--------------------------------------------------------------------------
   Number of units outstanding (000's)                           739      
--------------------------------------------------------------------------
 EQ/BLACKROCK BASIC VALUE EQUITY                                          
--------------------------------------------------------------------------
   Unit value                                               $  18.22      
--------------------------------------------------------------------------
   Number of units outstanding (000's)                         3,867      
--------------------------------------------------------------------------
 EQ/BOSTON ADVISORS EQUITY INCOME                                         
--------------------------------------------------------------------------
   Unit value                                               $  18.56      
--------------------------------------------------------------------------
   Number of units outstanding (000's)                           682      
--------------------------------------------------------------------------
 EQ/COMMON STOCK INDEX                                                    
--------------------------------------------------------------------------
   Unit value                                               $  19.43      
--------------------------------------------------------------------------
   Number of units outstanding (000's)                           630      
--------------------------------------------------------------------------
EQ/CORE BOND INDEX                                                        
--------------------------------------------------------------------------
   Unit value                                               $  10.70      
--------------------------------------------------------------------------
   Number of units outstanding (000's)                        14,262      
--------------------------------------------------------------------------
 EQ/EMERGING MARKETS EQUITY PLUS                                          
--------------------------------------------------------------------------
   Unit value                                               $   8.92      
--------------------------------------------------------------------------
   Number of units outstanding (000's)                           135      
--------------------------------------------------------------------------
 EQ/EQUITY 500 INDEX                                                      
--------------------------------------------------------------------------
   Unit value                                               $  19.20      
--------------------------------------------------------------------------
   Number of units outstanding (000's)                         2,626      
--------------------------------------------------------------------------
 EQ/GAMCO MERGERS AND ACQUISITIONS                                        
--------------------------------------------------------------------------
   Unit value                                               $  12.64      
--------------------------------------------------------------------------
   Number of units outstanding (000's)                           459      
--------------------------------------------------------------------------
 EQ/GAMCO SMALL COMPANY VALUE                                             
--------------------------------------------------------------------------
   Unit value                                               $  21.56      
--------------------------------------------------------------------------
   Number of units outstanding (000's)                         4,915      
--------------------------------------------------------------------------
 EQ/HIGH YIELD BOND                                                       
--------------------------------------------------------------------------
   Unit value                                               $  10.59      
--------------------------------------------------------------------------
   Number of units outstanding (000's)                           308      
--------------------------------------------------------------------------
 EQ/INTERMEDIATE GOVERNMENT BOND                                          
--------------------------------------------------------------------------
   Unit value                                               $  10.25      
--------------------------------------------------------------------------
   Number of units outstanding (000's)                         6,321      
--------------------------------------------------------------------------

XI-3  

APPENDIX XI: CONDENSED FINANCIAL INFORMATION  

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UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE       
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME    
AFTER DECEMBER 31, 2014. (CONTINUED)                                            

                                                                [Download Table]

------------------------------------------------------------
                                         FOR THE YEAR ENDING
 PORTFOLIO NAME/(*)(+)/                   DECEMBER 31, 2014 
------------------------------------------------------------
                                                            
 EQ/INTERNATIONAL EQUITY INDEX                              
------------------------------------------------------------
   Unit value                                  $11.43       
------------------------------------------------------------
   Number of units outstanding (000's)            614       
------------------------------------------------------------
 EQ/INVESCO COMSTOCK                                        
------------------------------------------------------------
   Unit value                                  $18.91       
------------------------------------------------------------
   Number of units outstanding (000's)            827       
------------------------------------------------------------
 EQ/LARGE CAP GROWTH INDEX                                  
------------------------------------------------------------
   Unit value                                  $19.80       
------------------------------------------------------------
   Number of units outstanding (000's)            654       
------------------------------------------------------------
EQ/LARGE CAP VALUE INDEX                                    
------------------------------------------------------------
   Unit value                                  $19.03       
------------------------------------------------------------
   Number of units outstanding (000's)            445       
------------------------------------------------------------
 EQ/MFS INTERNATIONAL GROWTH                                
------------------------------------------------------------
   Unit value                                  $12.71       
------------------------------------------------------------
   Number of units outstanding (000's)            797       
------------------------------------------------------------
 EQ/MID CAP INDEX                                           
------------------------------------------------------------
   Unit value                                  $20.54       
------------------------------------------------------------
   Number of units outstanding (000's)            873       
------------------------------------------------------------
 EQ/MONEY MARKET                                            
------------------------------------------------------------
   Unit value                                  $ 9.36       
------------------------------------------------------------
   Number of units outstanding (000's)          2,305       
------------------------------------------------------------
 EQ/MORGAN STANLEY MID CAP GROWTH                           
------------------------------------------------------------
   Unit value                                  $17.56       
------------------------------------------------------------
   Number of units outstanding (000's)          1,315       
------------------------------------------------------------
 EQ/NATURAL RESOURCES                                       
------------------------------------------------------------
   Unit value                                  $ 8.89       
------------------------------------------------------------
   Number of units outstanding (000's)             85       
------------------------------------------------------------
 EQ/OPPENHEIMER GLOBAL                                      
------------------------------------------------------------
   Unit value                                  $15.62       
------------------------------------------------------------
   Number of units outstanding (000's)          1,226       
------------------------------------------------------------
 EQ/PIMCO GLOBAL REAL RETURN                                
------------------------------------------------------------
   Unit value                                  $ 9.95       
------------------------------------------------------------
   Number of units outstanding (000's)            236       
------------------------------------------------------------
 EQ/PIMCO ULTRA SHORT BOND                                  
------------------------------------------------------------
   Unit value                                  $ 9.60       
------------------------------------------------------------
   Number of units outstanding (000's)          1,378       
------------------------------------------------------------
EQ/REAL ESTATE PLUS                                         
------------------------------------------------------------
   Unit value                                  $11.15       
------------------------------------------------------------
   Number of units outstanding (000's)            271       
------------------------------------------------------------

XI-4  

APPENDIX XI: CONDENSED FINANCIAL INFORMATION  

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UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE       
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME    
AFTER DECEMBER 31, 2014. (CONTINUED)                                            

                                                                [Download Table]

-----------------------------------------------------------------------------------
                                                                FOR THE YEAR ENDING
 PORTFOLIO NAME/(*)(+)/                                          DECEMBER 31, 2014 
-----------------------------------------------------------------------------------
                                                                                   
 EQ/SMALL COMPANY INDEX                                                            
-----------------------------------------------------------------------------------
   Unit value                                                         $20.38       
-----------------------------------------------------------------------------------
   Number of units outstanding (000's)                                   577       
-----------------------------------------------------------------------------------
 EQ/T. ROWE PRICE GROWTH STOCK                                                     
-----------------------------------------------------------------------------------
   Unit value                                                         $19.82       
-----------------------------------------------------------------------------------
   Number of units outstanding (000's)                                 2,063       
-----------------------------------------------------------------------------------
 FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO                                           
-----------------------------------------------------------------------------------
   Unit value                                                         $18.75       
-----------------------------------------------------------------------------------
   Number of units outstanding (000's)                                 3,348       
-----------------------------------------------------------------------------------
 FIDELITY(R) VIP MID CAP PORTFOLIO                                                 
-----------------------------------------------------------------------------------
   Unit value                                                         $18.03       
-----------------------------------------------------------------------------------
   Number of units outstanding (000's)                                 1,568       
-----------------------------------------------------------------------------------
 FIDELITY(R) VIP STRATEGIC INCOME PORTFOLIO                                        
-----------------------------------------------------------------------------------
   Unit value                                                         $12.32       
-----------------------------------------------------------------------------------
   Number of units outstanding (000's)                                 2,133       
-----------------------------------------------------------------------------------
 FIRST TRUST MULTI INCOME ALLOCATION PORTFOLIO                                     
-----------------------------------------------------------------------------------
   Unit value                                                         $10.16       
-----------------------------------------------------------------------------------
   Number of units outstanding (000's)                                    16       
-----------------------------------------------------------------------------------
 FIRST TRUST/DOW JONES DIVIDEND & INCOME ALLOCATION PORTFOLIO                      
-----------------------------------------------------------------------------------
   Unit value                                                         $12.51       
-----------------------------------------------------------------------------------
   Number of units outstanding (000's)                                   432       
-----------------------------------------------------------------------------------
 FRANKLIN FOUNDING FUNDS ALLOCATION VIP FUND                                       
-----------------------------------------------------------------------------------
   Unit value                                                         $14.57       
-----------------------------------------------------------------------------------
   Number of units outstanding (000's)                                   703       
-----------------------------------------------------------------------------------
FRANKLIN INCOME VIP FUND                                                           
-----------------------------------------------------------------------------------
   Unit value                                                         $14.19       
-----------------------------------------------------------------------------------
   Number of units outstanding (000's)                                 2,040       
-----------------------------------------------------------------------------------
 FRANKLIN RISING DIVIDENDS VIP FUND                                                
-----------------------------------------------------------------------------------
   Unit value                                                         $12.84       
-----------------------------------------------------------------------------------
   Number of units outstanding (000's)                                 1,550       
-----------------------------------------------------------------------------------
 FRANKLIN STRATEGIC INCOME VIP FUND                                                
-----------------------------------------------------------------------------------
   Unit value                                                         $12.84       
-----------------------------------------------------------------------------------
   Number of units outstanding (000's)                                 2,500       
-----------------------------------------------------------------------------------
 GOLDMAN SACHS VIT MID CAP VALUE FUND                                              
-----------------------------------------------------------------------------------
   Unit value                                                         $20.29       
-----------------------------------------------------------------------------------
   Number of units outstanding (000's)                                   889       
-----------------------------------------------------------------------------------
 HARTFORD CAPITAL APPRECIATION HLS FUND                                            
-----------------------------------------------------------------------------------
   Unit value                                                         $10.14       
-----------------------------------------------------------------------------------
   Number of units outstanding (000's)                                   118       
-----------------------------------------------------------------------------------

XI-5  

APPENDIX XI: CONDENSED FINANCIAL INFORMATION  

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UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE       
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME    
AFTER DECEMBER 31, 2014. (CONTINUED)                                            

                                                                [Download Table]

-------------------------------------------------------------
                                          FOR THE YEAR ENDING
 PORTFOLIO NAME/(*)(+)/                    DECEMBER 31, 2014 
-------------------------------------------------------------
                                                             
 HARTFORD GROWTH OPPORTUNITIES HLS FUND                      
-------------------------------------------------------------
   Unit value                                   $10.80       
-------------------------------------------------------------
   Number of units outstanding (000's)              98       
-------------------------------------------------------------
 INVESCO V.I. DIVERSIFIED DIVIDEND FUND                      
-------------------------------------------------------------
   Unit value                                   $17.58       
-------------------------------------------------------------
   Number of units outstanding (000's)             582       
-------------------------------------------------------------
 INVESCO V.I. GLOBAL REAL ESTATE FUND                        
-------------------------------------------------------------
   Unit value                                   $15.68       
-------------------------------------------------------------
   Number of units outstanding (000's)           2,423       
-------------------------------------------------------------
 INVESCO V.I. HIGH YIELD FUND                                
-------------------------------------------------------------
   Unit value                                   $11.82       
-------------------------------------------------------------
   Number of units outstanding (000's)           1,045       
-------------------------------------------------------------
 INVESCO V.I. INTERNATIONAL GROWTH FUND                      
-------------------------------------------------------------
   Unit value                                   $13.77       
-------------------------------------------------------------
   Number of units outstanding (000's)           1,681       
-------------------------------------------------------------
 INVESCO V.I. MID CAP CORE EQUITY FUND                       
-------------------------------------------------------------
   Unit value                                   $15.32       
-------------------------------------------------------------
   Number of units outstanding (000's)             470       
-------------------------------------------------------------
 INVESCO V.I. SMALL CAP EQUITY FUND                          
-------------------------------------------------------------
   Unit value                                   $20.18       
-------------------------------------------------------------
   Number of units outstanding (000's)             253       
-------------------------------------------------------------
 IVY FUNDS VIP ASSET STRATEGY                                
-------------------------------------------------------------
   Unit value                                   $12.25       
-------------------------------------------------------------
   Number of units outstanding (000's)           1,962       
-------------------------------------------------------------
 IVY FUNDS VIP DIVIDEND OPPORTUNITIES                        
-------------------------------------------------------------
   Unit value                                   $16.99       
-------------------------------------------------------------
   Number of units outstanding (000's)             524       
-------------------------------------------------------------
 IVY FUNDS VIP ENERGY                                        
-------------------------------------------------------------
   Unit value                                   $12.42       
-------------------------------------------------------------
   Number of units outstanding (000's)           1,315       
-------------------------------------------------------------
 IVY FUNDS VIP GLOBAL NATURAL RESOURCES                      
-------------------------------------------------------------
   Unit value                                   $ 8.51       
-------------------------------------------------------------
   Number of units outstanding (000's)             858       
-------------------------------------------------------------
 IVY FUNDS VIP HIGH INCOME                                   
-------------------------------------------------------------
   Unit value                                   $15.58       
-------------------------------------------------------------
   Number of units outstanding (000's)           4,025       
-------------------------------------------------------------
 IVY FUNDS VIP MID CAP GROWTH                                
-------------------------------------------------------------
   Unit value                                   $20.34       
-------------------------------------------------------------
   Number of units outstanding (000's)           1,320       
-------------------------------------------------------------

XI-6  

APPENDIX XI: CONDENSED FINANCIAL INFORMATION  

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UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE       
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME    
AFTER DECEMBER 31, 2014. (CONTINUED)                                            

                                                                [Download Table]

-------------------------------------------------------------------------------
                                                            FOR THE YEAR ENDING
 PORTFOLIO NAME/(*)(+)/                                      DECEMBER 31, 2014 
-------------------------------------------------------------------------------
                                                                               
 IVY FUNDS VIP SCIENCE AND TECHNOLOGY                                          
-------------------------------------------------------------------------------
   Unit value                                                     $21.74       
-------------------------------------------------------------------------------
   Number of units outstanding (000's)                             1,445       
-------------------------------------------------------------------------------
 IVY FUNDS VIP SMALL CAP GROWTH                                                
-------------------------------------------------------------------------------
   Unit value                                                     $17.46       
-------------------------------------------------------------------------------
   Number of units outstanding (000's)                               605       
-------------------------------------------------------------------------------
 LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO                           
-------------------------------------------------------------------------------
   Unit value                                                     $11.06       
-------------------------------------------------------------------------------
   Number of units outstanding (000's)                             3,914       
-------------------------------------------------------------------------------
 LORD ABBETT SERIES FUND -- BOND DEBENTURE PORTFOLIO                           
-------------------------------------------------------------------------------
   Unit value                                                     $12.28       
-------------------------------------------------------------------------------
   Number of units outstanding (000's)                             1,193       
-------------------------------------------------------------------------------
 MFS(R) INTERNATIONAL VALUE PORTFOLIO                                          
-------------------------------------------------------------------------------
   Unit value                                                     $15.11       
-------------------------------------------------------------------------------
   Number of units outstanding (000's)                             3,639       
-------------------------------------------------------------------------------
 MFS(R) INVESTORS GROWTH STOCK SERIES                                          
-------------------------------------------------------------------------------
   Unit value                                                     $18.56       
-------------------------------------------------------------------------------
   Number of units outstanding (000's)                               410       
-------------------------------------------------------------------------------
 MFS(R) INVESTORS TRUST SERIES                                                 
-------------------------------------------------------------------------------
   Unit value                                                     $18.11       
-------------------------------------------------------------------------------
   Number of units outstanding (000's)                               259       
-------------------------------------------------------------------------------
 MFS(R) UTILITIES SERIES                                                       
-------------------------------------------------------------------------------
   Unit value                                                     $18.25       
-------------------------------------------------------------------------------
   Number of units outstanding (000's)                             1,258       
-------------------------------------------------------------------------------
MULTIMANAGER AGGRESSIVE EQUITY                                                 
-------------------------------------------------------------------------------
   Unit value                                                     $18.18       
-------------------------------------------------------------------------------
   Number of units outstanding (000's)                               287       
-------------------------------------------------------------------------------
 MULTIMANAGER MID CAP GROWTH                                                   
-------------------------------------------------------------------------------
   Unit value                                                     $21.49       
-------------------------------------------------------------------------------
   Number of units outstanding (000's)                               330       
-------------------------------------------------------------------------------
 MULTIMANAGER MID CAP VALUE                                                    
-------------------------------------------------------------------------------
   Unit value                                                     $22.18       
-------------------------------------------------------------------------------
   Number of units outstanding (000's)                               198       
-------------------------------------------------------------------------------
 NEUBERGER BERMAN ABSOLUTE RETURN MULTI-MANAGER PORTFOLIO                      
-------------------------------------------------------------------------------
   Unit value                                                     $ 9.84       
-------------------------------------------------------------------------------
   Number of units outstanding (000's)                                10       
-------------------------------------------------------------------------------
 NEUBERGER BERMAN INTERNATIONAL EQUITY PORTFOLIO                               
-------------------------------------------------------------------------------
   Unit value                                                     $ 9.34       
-------------------------------------------------------------------------------
   Number of units outstanding (000's)                                37       
-------------------------------------------------------------------------------

XI-7  

APPENDIX XI: CONDENSED FINANCIAL INFORMATION  

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UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE       
INVESTMENT OPTION, EXCEPT FOR THOSE OPTIONS BEING OFFERED FOR THE FIRST TIME    
AFTER DECEMBER 31, 2014. (CONTINUED)                                            

                                                                [Download Table]

-------------------------------------------------------------------------
                                                      FOR THE YEAR ENDING
 PORTFOLIO NAME/(*)(+)/                                DECEMBER 31, 2014 
-------------------------------------------------------------------------
                                                                         
 PIMCO COMMODITYREALRETURN(R) STRATEGY PORTFOLIO                         
-------------------------------------------------------------------------
   Unit value                                               $ 8.29       
-------------------------------------------------------------------------
   Number of units outstanding (000's)                       1,326       
-------------------------------------------------------------------------
 PIMCO REAL RETURN PORTFOLIO                                             
-------------------------------------------------------------------------
   Unit value                                               $11.43       
-------------------------------------------------------------------------
   Number of units outstanding (000's)                       3,349       
-------------------------------------------------------------------------
 PIMCO TOTAL RETURN PORTFOLIO                                            
-------------------------------------------------------------------------
   Unit value                                               $11.68       
-------------------------------------------------------------------------
   Number of units outstanding (000's)                       6,307       
-------------------------------------------------------------------------
 PROFUND VP BIOTECHNOLOGY                                                
-------------------------------------------------------------------------
   Unit value                                               $32.54       
-------------------------------------------------------------------------
   Number of units outstanding (000's)                         779       
-------------------------------------------------------------------------
 PUTNAM VT DIVERSIFIED INCOME FUND                                       
-------------------------------------------------------------------------
   Unit value                                               $ 9.61       
-------------------------------------------------------------------------
   Number of units outstanding (000's)                          91       
-------------------------------------------------------------------------
 QS LEGG MASON DYNAMIC MULTI-STRATEGY VIT PORTFOLIO                      
-------------------------------------------------------------------------
   Unit value                                               $10.05       
-------------------------------------------------------------------------
   Number of units outstanding (000's)                          41       
-------------------------------------------------------------------------
 T. ROWE PRICE HEALTH SCIENCES PORTFOLIO-II                              
-------------------------------------------------------------------------
   Unit value                                               $32.49       
-------------------------------------------------------------------------
   Number of units outstanding (000's)                       1,356       
-------------------------------------------------------------------------
 TEMPLETON DEVELOPING MARKETS VIP FUND                                   
-------------------------------------------------------------------------
   Unit value                                               $ 9.80       
-------------------------------------------------------------------------
   Number of units outstanding (000's)                         503       
-------------------------------------------------------------------------
 TEMPLETON GLOBAL BOND VIP FUND                                          
-------------------------------------------------------------------------
   Unit value                                               $12.72       
-------------------------------------------------------------------------
   Number of units outstanding (000's)                       5,711       
-------------------------------------------------------------------------
 VAN ECK VIP GLOBAL HARD ASSETS FUND                                     
-------------------------------------------------------------------------
   Unit value                                               $ 9.49       
-------------------------------------------------------------------------
   Number of units outstanding (000's)                       1,980       
-------------------------------------------------------------------------

(*)The table above reflects the variable investment option's name as of         
December 31, 2014. The information below reflects the variable investment 
 option's name change which went into effect on May 1, 2015 or May 22, 2015.
  The number in the ''FN'' column corresponds with the number contained in the
table above.                                                              

                                                                [Download Table]

---------------------------------------------------
 FN      CURRENT VARIABLE OPTION NAME              
---------------------------------------------------
                                                   
 (1)     AB VPS International Growth               
---------------------------------------------------
 (2)     Clearbridge Variable Dividend Strategy    
---------------------------------------------------
 (3)     AXA/AB Dynamic Moderate Growth            
---------------------------------------------------
 (4)     AXA/AB Small Cap Growth                   
---------------------------------------------------

(+)The following variable investment options became available in Separate       
 Account No. 70 on May 22, 2015 and therefore do not have a unit value as of
December 31, 2014:                                                        

..  AXA/AB Dynamic Growth                                                       
..  AXA/DoubleLine Opportunistic Core Plus Bond                                 
..  AXA/Goldman Sachs Strategic Allocation                                      
..  AXA/Invesco Strategic Allocation                                            

XI-8  

APPENDIX XI: CONDENSED FINANCIAL INFORMATION  

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Statement of additional information                                             

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

TABLE OF CONTENTS                                                               

                                                                [Download Table]

                                                                            PAGE
                                                                                

Who is AXA Equitable?                                                        2  

Unit Values                                                                  2  

Custodian and Independent Registered Public Accounting Firm                  2  

Distribution of the Contracts                                                2  

Financial Statements                                                         2  

HOW TO OBTAIN A RETIREMENT CORNERSTONE(R) 15.0 SERIES E STATEMENT OF ADDITIONAL 
INFORMATION FOR SEPARATE ACCOUNT NO. 70                                         

Send this request form to:                                                      
Retirement Service Solutions                                                
P.O. Box 1547                                                               
Secaucus, NJ 07096-1547                                                     

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------
Please send me a Retirement Cornerstone(R) 15.0 Series E SAI for SEPARATE ACCOUNT NO. 70              
dated May 26, 2015.                                                                                   
------------------------------------------------------------------------------------------------------
Name                                                                                                  
------------------------------------------------------------------------------------------------------
Address                                                                                               
                                                                                                      
------------------------------------------------------------------------------------------------------
City                                                                                       State  Zip 

                                                                       #846860

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Retirement Cornerstone(R) Series 15.0 Series E                                  

A combination variable and fixed deferred annuity contract                      

STATEMENT OF ADDITIONAL INFORMATION                                             
MAY 26, 2015                                                                    

AXA EQUITABLE LIFE INSURANCE COMPANY                                            
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 Retirement Cornerstone(R) Series 15.0   
Series E Prospectus, dated May 26, 2015. That Prospectus provides detailed      
information concerning the contracts and the variable investment options and    
the guaranteed interest option that fund the contracts. Each variable           
investment option is a subaccount of AXA Equitable's Separate Account No. 70.   
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 (Retirement Service Solutions -- 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                                     

Who is AXA Equitable?                              2  

Unit Values                                        2  

Custodian and Independent Registered Public           
Accounting Firm                                  2

Distribution of the Contracts                      2  

Financial Statements                               2  

Copyright 2015 AXA Equitable Life Insurance Company.  
All rights reserved. Retirement Cornerstone(R) is a registered trademark mark 
of AXA Equitable Life Insurance Company.  

                                              Retirement Cornerstone Series 15.0
                                                                        Series E
                                                                         #846860

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WHO IS AXA EQUITABLE?                                                           

We are AXA Equitable Life Insurance Company ("AXA Equitable") a New York stock  
life insurance corporation. We have been doing business since 1859. AXA         
Equitable Life Insurance Company is an indirect wholly owned subsidiary of AXA  
Financial, Inc., which is an indirect wholly owned subsidiary of AXA S.A.       
("AXA"), a French holding company for an international group of insurance and   
related financial services companies. As the ultimate sole shareholder of AXA   
Equitable, AXA exercises significant influence over the operations and capital  
structure of AXA Equitable. No company other than AXA Equitable, however, has   
any legal responsibility to pay amounts that AXA Equitable owes under the       
contracts.                                                                      

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 Retirement          
Cornerstone(R) Series 15.0 Series E.                                            

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

                                                                [Download Table]
                   
    a              
    ----      --c  
(   b   )          

where:                                                                          

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

(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 separate account charge, times the number of calendar days in   
the valuation period. The daily separate account charge is made up of an  
  operations charge, an administration charge and a distribution charge. These
daily charges are at an effective annual rate not to exceed a total of    
1.30%. Your contract charges may be less.                                 

CUSTODIAN AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                     

AXA Equitable is the custodian for the shares of the Trusts owned by Separate   
Account No. 70.                                                                 

The financial statements of the Separate Account at December 31, 2014, and the  
consolidated financial statements of AXA Equitable at December 31, 2014 and     
2013 and for each of the three years in the period ended December 31, 2014 are  
included in this SAI in reliance on the reports of PricewaterhouseCoopers LLP,  
an independent registered public accounting firm, given on the authority of     
said firm as experts in auditing and accounting.                                

PricewaterhouseCoopers LLP provides independent audit services and certain      
other non-audit services to AXA Equitable as permitted by the applicable SEC    
independence rules, and as disclosed in AXA Equitable's Form 10-K.              
PricewaterhouseCoopers LLP's, address is 300 Madison Avenue, New York, New York 
10017.                                                                          

DISTRIBUTION OF THE CONTRACTS                                                   

Under a distribution agreement between AXA Distributors, LLC, AXA Equitable and 
certain of AXA Equitable's separate accounts, including Separate Account No.    
70, AXA Equitable paid AXA Distributors, LLC, distribution fees of 516,811,792  
in 2014, $548,888,192 in 2013 and $575,594,540 in 2012, as the distributor of   
certain contracts, including these contracts, and as the principal underwriter  
of several AXA Equitable separate accounts, including Separate Account No. 70.  
Of these amounts, for each of these three years, AXA Distributors, LLC retained 
$0, $16,033,494 and $16,167,554, respectively.                                  

Pursuant to a Distribution and Servicing Agreement between AXA Advisors, AXA    
Equitable and certain of AXA Equitable's separate accounts, including Separate  
Account No. 70, AXA Equitable paid AXA Advisors a fee of $325,380 for each of   
the years 2014, 2013 and 2012. AXA Equitable paid AXA Advisors, as the          
distributors of certain contracts, including these contracts, and as the        
principal underwriter of several AXA Equitable separate accounts, including     
Separate Account No. 70 $571,445,806 in 2014, $577,490,356 in 2013 and          
$630,130,187 in 2012. Of these amounts, AXA Advisors retained $305,637,317,     
$319,941,479 and $371,036,017, respectively.                                    

FINANCIAL STATEMENTS                                                            

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

The financial statements of Separate Account No. 70 list variable investment    
options not currently offered under this contract.                              

2   

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

INDEX TO FINANCIAL STATEMENTS                                                   

Report of Independent Registered Public Accounting Firm...............   F-2    
Financial Statements:                                                           
Statements of Assets and Liabilities, December 31, 2014............   F-3 
Statements of Operations for the Year Ended December 31, 2014......  F-60 
Statements of Changes in Net Assets for the Years and Periods             
 Ended December 31, 2014 and 2013.................................  F-94
Notes to Financial Statements...................................... F-160 

AXA EQUITABLE LIFE INSURANCE COMPANY                                            

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                                      

Report of Independent Registered Public Accounting Firm................. F-1    
Consolidated Financial Statements:                                              
Consolidated Balance Sheets, December 31, 2014 and 2013.............. F-2 
Consolidated Statements of Earnings (Loss), Years Ended December 31,      
 2014, 2013 and 2012................................................ F-3
Consolidated Statements of Comprehensive Income (Loss), Years Ended       
 December 31, 2014, 2013 and 2012................................... F-4
Consolidated Statements of Equity, Years Ended December 31, 2014,         
 2013 and 2012...................................................... F-5
Consolidated Statements of Cash Flows, Years Ended December 31,           
 2014, 2013 and 2012................................................ F-6
Notes to Consolidated Financial Statements........................... F-8 

F-1  #799555

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

To the Board of Directors of                                                    
AXA Equitable Life Insurance Company                                            
and Contractowners of Separate Account No. 70                                   
of AXA Equitable Life Insurance Company:                                        

In our opinion, the accompanying statements of assets and liabilities and the   
related statements of operations and of changes in net assets and the financial 
highlights present fairly, in all material respects, the financial position of  
each of the separate Variable Investment Options of Separate Account No. 70 of  
AXA Equitable Life Insurance Company ("AXA Equitable"), as listed in Note 1 to  
such financial statements, at December 31, 2014, and the results of each of     
their operations, the changes in each of their net assets and the financial     
highlights for each of the periods indicated, in conformity with accounting     
principles generally accepted in the United States of America. These financial  
statements and financial highlights (hereafter referred to as "financial        
statements") are the responsibility of AXA Equitable'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 the standards of the Public Company Accounting Oversight Board (United     
States). Those standards 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 investments at December 31, 2014 by  
correspondence with the underlying funds' transfer agents, provide a reasonable 
basis for our opinion.                                                          

PricewaterhouseCoopers LLP                                                      
New York, New York                                                              
April 20, 2015                                                                  

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES                                            

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                               7TWELVE/TM/                                                                           ALL ASSET   
                                BALANCED       ALL ASSET          ALL ASSET          ALL ASSET        ALL ASSET       MODERATE   
                               PORTFOLIO   AGGRESSIVE-ALT 25* AGGRESSIVE-ALT 50* AGGRESSIVE-ALT 75* GROWTH-ALT 20* GROWTH-ALT 15*
                               ----------- ------------------ ------------------ ------------------ -------------- --------------
                                                                                                                                 
ASSETS:                                                                                                                          
Investments in shares of the                                                                                                     
 Portfolios, at fair value.... $88,451,897     $6,907,945         $4,353,606         $4,410,801      $12,545,953     $8,926,986  
Receivable for shares of the                                                                                                     
 Portfolios sold..............     126,642             --                 10                 15               --             --  
Receivable for policy-related                                                                                                    
 transactions.................          --         25,250                 --                 --           27,586         25,982  
                               -----------     ----------         ----------         ----------      -----------     ----------  
   Total assets...............  88,578,539      6,933,195          4,353,616          4,410,816       12,573,539      8,952,968  
                               -----------     ----------         ----------         ----------      -----------     ----------  

LIABILITIES:                                                                                                                     
Payable for shares of the                                                                                                        
 Portfolios purchased.........          --         25,250                 --                 --           27,586         25,982  
Payable for policy-related                                                                                                       
 transactions.................     126,592             --                 10                 15               --             --  
                               -----------     ----------         ----------         ----------      -----------     ----------  
   Total liabilities..........     126,592         25,250                 10                 15           27,586         25,982  
                               -----------     ----------         ----------         ----------      -----------     ----------  
NET ASSETS.................... $88,451,947     $6,907,945         $4,353,606         $4,410,801      $12,545,953     $8,926,986  
                               ===========     ==========         ==========         ==========      ===========     ==========  

NET ASSETS:                                                                                                                      
Accumulation unit values...... $88,451,932     $6,907,905         $  299,216         $  458,210      $12,545,729     $8,926,968  
Retained by AXA Equitable in                                                                                                     
 Separate Account No. 70......          15             40          4,054,390          3,952,591              224             18  
                               -----------     ----------         ----------         ----------      -----------     ----------  
TOTAL NET ASSETS.............. $88,451,947     $6,907,945         $4,353,606         $4,410,801      $12,545,953     $8,926,986  
                               ===========     ==========         ==========         ==========      ===========     ==========  

Investments in shares of the                                                                                                     
 Portfolios, at cost.......... $87,858,935     $6,972,489         $4,533,547         $4,734,613      $12,507,542     $9,029,256  
The Portfolios shares held                                                                                                       
   Class A....................          --             --                 --                 --          650,123             --  
   Class B....................          --        580,688            242,513            261,582               --        806,412  
   Class K....................          --             --            211,916            212,930               --             --  
   Common Shares..............   7,841,480             --                 --                 --               --             --  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                     ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN                  
                       VPS BALANCED       VPS GLOBAL      VPS GROWTH AND   VPS INTERNATIONAL  VPS REAL ESTATE  ALLIANCEBERNSTEIN
                      WEALTH STRATEGY   THEMATIC GROWTH       INCOME            GROWTH          INVESTMENT     VPS SMALL/MID CAP
                        PORTFOLIO**       PORTFOLIO**       PORTFOLIO**       PORTFOLIO**       PORTFOLIO**    VALUE PORTFOLIO**
                     ----------------- ----------------- ----------------- ----------------- ----------------- -----------------
                                                                                                                                
ASSETS:                                                                                                                         
Investments in                                                                                                                  
 shares of the                                                                                                                  
 Portfolios, at                                                                                                                 
 fair value.........    $5,098,300          $17,840           $4,992          $8,710,420         $103,673          $146,362     
Receivable for                                                                                                                  
 shares of the                                                                                                                  
 Portfolios sold....           199               --               --               4,817                4                 5     
Receivable for                                                                                                                  
 policy-related                                                                                                                 
 transactions.......            --               25               25                  --               21                20     
                        ----------          -------           ------          ----------         --------          --------     
   Total assets.....     5,098,499           17,865            5,017           8,715,237          103,698           146,387     
                        ----------          -------           ------          ----------         --------          --------     

LIABILITIES:                                                                                                                    
Payable for                                                                                                                     
 policy-related                                                                                                                 
 transactions.......           199               --               --               4,817               --                --     
                        ----------          -------           ------          ----------         --------          --------     
   Total                                                                                                                        
    liabilities.....           199               --               --               4,817               --                --     
                        ----------          -------           ------          ----------         --------          --------     
NET ASSETS..........    $5,098,300          $17,865           $5,017          $8,710,420         $103,698          $146,387     
                        ==========          =======           ======          ==========         ========          ========     

NET ASSETS:                                                                                                                     
Accumulation unit                                                                                                               
 values.............    $5,097,422          $17,841           $4,992          $8,710,061         $103,676          $146,366     
Retained by AXA                                                                                                                 
 Equitable in                                                                                                                   
 Separate Account                                                                                                               
 No. 70.............           878               24               25                 359               22                21     
                        ----------          -------           ------          ----------         --------          --------     
TOTAL NET ASSETS....    $5,098,300          $17,865           $5,017          $8,710,420         $103,698          $146,387     
                        ==========          =======           ======          ==========         ========          ========     

Investments in                                                                                                                  
 shares of the                                                                                                                  
 Portfolios, at                                                                                                                 
 cost...............    $5,046,459          $17,992           $4,908          $8,138,170         $101,141          $142,374     
The Portfolios                                                                                                                  
 shares held                                                                                                                    
   Class B..........       423,095              844              168             463,074           10,316             6,717     

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
** Denotes Variable Investment Options that invest in shares of a Portfolio of  
AllianceBernstein Variable Product Series Fund, Inc., an affiliate of AXA 
Equitable.                                                                

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                               AMERICAN FUNDS                                 
                                                                                  INSURANCE    AMERICAN FUNDS  AMERICAN FUNDS 
                            AMERICAN CENTURY AMERICAN CENTURY AMERICAN CENTURY SERIES(R) ASSET   INSURANCE       INSURANCE    
                              VP INFLATION       VP LARGE        VP MID CAP      ALLOCATION    SERIES(R) BOND SERIES(R) GLOBAL
                            PROTECTION FUND   COMPANY VALUE      VALUE FUND       FUND/SM/        FUND/SM/    GROWTH FUND/SM/ 
                            ---------------- ---------------- ---------------- --------------- -------------- ----------------
                                                                                                                              
ASSETS:                                                                                                                       
Investments in shares of                                                                                                      
 the Portfolios, at fair                                                                                                      
 value.....................    $2,169,096       $2,581,482      $47,836,312      $7,662,685     $10,340,608      $1,355,729   
Receivable for shares of                                                                                                      
 the Portfolios sold.......            75              103               --              --              --          11,412   
Receivable for                                                                                                                
 policy-related                                                                                                               
 transactions..............            --               --           78,332          39,645          51,318              --   
                               ----------       ----------      -----------      ----------     -----------      ----------   
   Total assets............     2,169,171        2,581,585       47,914,644       7,702,330      10,391,926       1,367,141   
                               ----------       ----------      -----------      ----------     -----------      ----------   

LIABILITIES:                                                                                                                  
Payable for shares of the                                                                                                     
 Portfolios purchased......            --               --           78,332          39,620          51,268              --   
Payable for policy-related                                                                                                    
 transactions..............            --              103               --              --              --          11,362   
                               ----------       ----------      -----------      ----------     -----------      ----------   
   Total liabilities.......            --              103           78,332          39,620          51,268          11,362   
                               ----------       ----------      -----------      ----------     -----------      ----------   
NET ASSETS.................    $2,169,171       $2,581,482      $47,836,312      $7,662,710     $10,340,658      $1,355,779   
                               ==========       ==========      ===========      ==========     ===========      ==========   

NET ASSETS:                                                                                                                   
Accumulation unit values...    $2,169,147       $2,580,619      $47,809,030      $7,662,685     $10,340,649      $1,355,775   
Retained by AXA Equitable                                                                                                     
 in Separate Account No. 70            24              863           27,282              25               9               4   
                               ----------       ----------      -----------      ----------     -----------      ----------   
TOTAL NET ASSETS...........    $2,169,171       $2,581,482      $47,836,312      $7,662,710     $10,340,658      $1,355,779   
                               ==========       ==========      ===========      ==========     ===========      ==========   

Investments in shares of                                                                                                      
 the Portfolios, at cost...    $2,206,309       $2,166,561      $40,945,775      $7,722,382     $10,391,457      $1,361,462   
The Portfolios shares held                                                                                                    
   Class 4.................            --               --               --         346,571         939,201          49,588   
   Class II................       208,768          167,411        2,409,890              --              --              --   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                      AMERICAN FUNDS                                                                                            
                        INSURANCE                           AMERICAN FUNDS         AMERICAN FUNDS                               
                     SERIES(R) GLOBAL  AMERICAN FUNDS          INSURANCE              INSURANCE       AMERICAN FUNDS            
                          SMALL           INSURANCE     SERIES(R) INTERNATIONAL   SERIES(R) MANAGED     INSURANCE      AXA 400  
                      CAPITALIZATION  SERIES(R) GROWTH-       GROWTH AND        RISK ASSET ALLOCATION SERIES(R) NEW    MANAGED  
                         FUND/SM/      INCOME FUND/SM/      INCOME FUND/SM/           FUND/SM/        WORLD FUND(R)  VOLATILITY*
                     ---------------- ----------------- ----------------------- --------------------- -------------- -----------
                                                                                                                                
ASSETS:                                                                                                                         
Investments in                                                                                                                  
 shares of the                                                                                                                  
 Portfolios, at                                                                                                                 
 fair value.........    $6,911,983       $1,561,351           $1,661,964             $5,664,360        $20,030,140   $77,670,896
Receivable for                                                                                                                  
 shares of the                                                                                                                  
 Portfolios sold....            --               --                   --                    221                 --         5,471
Receivable for                                                                                                                  
 policy-related                                                                                                                 
 transactions.......           981            8,324                1,805                     --             66,148            --
                        ----------       ----------           ----------             ----------        -----------   -----------
   Total assets.....     6,912,964        1,569,675            1,663,769              5,664,581         20,096,288    77,676,367
                        ----------       ----------           ----------             ----------        -----------   -----------

LIABILITIES:                                                                                                                    
Payable for shares                                                                                                              
 of the Portfolios                                                                                                              
 purchased..........           981            8,324                1,805                     --             66,148            --
Payable for                                                                                                                     
 policy-related                                                                                                                 
 transactions.......            --               --                   --                    221                 --         5,471
                        ----------       ----------           ----------             ----------        -----------   -----------
   Total                                                                                                                        
    liabilities.....           981            8,324                1,805                    221             66,148         5,471
                        ----------       ----------           ----------             ----------        -----------   -----------
NET ASSETS..........    $6,911,983       $1,561,351           $1,661,964             $5,664,360        $20,030,140   $77,670,896
                        ==========       ==========           ==========             ==========        ===========   ===========
NET ASSETS:                                                                                                                     
Accumulation unit                                                                                                               
 values.............    $6,910,379       $1,561,325           $1,661,898             $5,664,351        $20,028,925   $77,668,608
Retained by AXA                                                                                                                 
 Equitable in                                                                                                                   
 Separate Account                                                                                                               
 No. 70.............         1,604               26                   66                      9              1,215         2,288
                        ----------       ----------           ----------             ----------        -----------   -----------
TOTAL NET ASSETS....    $6,911,983       $1,561,351           $1,661,964             $5,664,360        $20,030,140   $77,670,896
                        ==========       ==========           ==========             ==========        ===========   ===========

Investments in                                                                                                                  
 shares of the                                                                                                                  
 Portfolios, at                                                                                                                 
 cost...............    $6,874,707       $1,534,399           $1,804,514             $5,499,797        $22,883,246   $60,805,052
The Portfolios                                                                                                                  
 shares held                                                                                                                    
   Class B..........            --               --                   --                     --                 --     3,768,636
   Class 4..........       266,666           29,802              102,654                     --            974,229            --
   Class P-2........            --               --                   --                461,643                 --            --

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                  AXA 500            AXA 2000       AXA AGGRESSIVE AXA AGGRESSIVE  AXA BALANCED  AXA CONSERVATIVE
                            MANAGED VOLATILITY* MANAGED VOLATILITY*  ALLOCATION*     STRATEGY*      STRATEGY*    GROWTH STRATEGY*
                            ------------------- ------------------- -------------- -------------- -------------- ----------------
                                                                                                                                 
ASSETS:                                                                                                                          
Investments in shares of                                                                                                         
 the Portfolios, at fair                                                                                                         
 value.....................    $185,200,951         $83,165,581      $21,411,296   $1,585,313,303 $2,235,674,794  $1,051,379,171 
Receivable for shares of                                                                                                         
 the Portfolios sold.......           7,992               4,576               --               --             --              -- 
Receivable for                                                                                                                   
 policy-related                                                                                                                  
 transactions..............              --                  --            3,761        2,827,135      1,500,173          80,946 
                               ------------         -----------      -----------   -------------- --------------  -------------- 
   Total assets............     185,208,943          83,170,157       21,415,057    1,588,140,438  2,237,174,967   1,051,460,117 
                               ------------         -----------      -----------   -------------- --------------  -------------- 

LIABILITIES:                                                                                                                     
Payable for shares of the                                                                                                        
 Portfolios purchased......              --                  --            3,761        2,825,285      1,487,973          79,446 
Payable for policy-related                                                                                                       
 transactions..............           7,992               4,576               --               --             --              -- 
                               ------------         -----------      -----------   -------------- --------------  -------------- 
   Total liabilities.......           7,992               4,576            3,761        2,825,285      1,487,973          79,446 
                               ------------         -----------      -----------   -------------- --------------  -------------- 
NET ASSETS.................    $185,200,951         $83,165,581      $21,411,296   $1,585,315,153 $2,235,686,994  $1,051,380,671 
                               ============         ===========      ===========   ============== ==============  ============== 

NET ASSETS:                                                                                                                      
Accumulation unit values...    $185,192,709         $83,162,535      $21,410,872   $1,585,315,102 $2,235,686,954  $1,051,380,630 
Retained by AXA Equitable                                                                                                        
 in Separate Account No. 70           8,242               3,046              424               51             40              41 
                               ------------         -----------      -----------   -------------- --------------  -------------- 
TOTAL NET ASSETS...........    $185,200,951         $83,165,581      $21,411,296   $1,585,315,153 $2,235,686,994  $1,051,380,671 
                               ============         ===========      ===========   ============== ==============  ============== 

Investments in shares of                                                                                                         
 the Portfolios, at cost...    $143,963,755         $68,455,930      $19,956,640   $1,513,513,578 $2,087,088,974  $  995,837,717 
The Portfolios shares held                                                                                                       
   Class A.................              --                  --        1,814,825               --             --              -- 
   Class B.................       9,653,923           4,421,175           89,433      124,132,781    157,950,949      78,284,872 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                 AXA                         AXA                         AXA     
                                                               GLOBAL                   INTERNATIONAL      AXA      INTERNATIONAL
                                                               EQUITY         AXA           CORE      INTERNATIONAL     VALUE    
                                            AXA CONSERVATIVE   MANAGED      GROWTH         MANAGED       MANAGED       MANAGED   
                                               STRATEGY*     VOLATILITY*   STRATEGY*     VOLATILITY*   VOLATILITY*   VOLATILITY* 
                                            ---------------- ----------- -------------- ------------- ------------- -------------
                                                                                                                                 
ASSETS:                                                                                                                          
Investments in shares of the Portfolios,                                                                                         
 at fair value.............................   $599,573,428   $14,896,247 $2,437,703,624  $12,077,361  $119,648,677   $4,030,802  
Receivable for shares of the Portfolios                                                                                          
 sold......................................             --         4,507             --          326        10,342        1,286  
Receivable for policy-related transactions.      1,568,847            --        593,992           --            --           --  
                                              ------------   ----------- --------------  -----------  ------------   ----------  
   Total assets............................    601,142,275    14,900,754  2,438,297,616   12,077,687   119,659,019    4,032,088  
                                              ------------   ----------- --------------  -----------  ------------   ----------  

LIABILITIES:                                                                                                                     
Payable for shares of the Portfolios                                                                                             
 purchased.................................      1,568,847            --        593,992           --            --           --  
Payable for policy-related transactions....             --         4,507             --          326        10,342        1,286  
                                              ------------   ----------- --------------  -----------  ------------   ----------  
   Total liabilities.......................      1,568,847         4,507        593,992          326        10,342        1,286  
                                              ------------   ----------- --------------  -----------  ------------   ----------  
NET ASSETS.................................   $599,573,428   $14,896,247 $2,437,703,624  $12,077,361  $119,648,677   $4,030,802  
                                              ============   =========== ==============  ===========  ============   ==========  

NET ASSETS:                                                                                                                      
Accumulation unit values...................   $599,559,058   $14,896,135 $2,437,543,500  $12,075,291  $119,621,731   $4,030,558  
Retained by AXA Equitable in Separate                                                                                            
 Account No. 70............................         14,370           112        160,124        2,070        26,946          244  
                                              ------------   ----------- --------------  -----------  ------------   ----------  
TOTAL NET ASSETS...........................   $599,573,428   $14,896,247 $2,437,703,624  $12,077,361  $119,648,677   $4,030,802  
                                              ============   =========== ==============  ===========  ============   ==========  

Investments in shares of the Portfolios,                                                                                         
 at cost...................................   $588,492,347   $13,041,359 $2,290,187,419  $11,733,014  $116,389,837   $4,059,714  
The Portfolios shares held                                                                                                       
   Class A.................................             --       502,834             --      446,093            --      338,771  
   Class B.................................     50,587,704       498,683    152,843,874      819,776     9,754,490           --  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                         AXA LARGE CAP AXA LARGE CAP  AXA LARGE CAP  AXA MID CAP                               
                                         CORE MANAGED  GROWTH MANAGED VALUE MANAGED VALUE MANAGED AXA MODERATE   AXA MODERATE  
                                          VOLATILITY*   VOLATILITY*    VOLATILITY*   VOLATILITY*  ALLOCATION*  GROWTH STRATEGY*
                                         ------------- -------------- ------------- ------------- ------------ ----------------
                                                                                                                               
ASSETS:                                                                                                                        
Investments in shares of the                                                                                                   
 Portfolios, at fair value..............  $7,755,944    $21,031,979    $19,588,459   $10,430,631  $89,054,923   $4,954,326,924 
Receivable for shares of the Portfolios                                                                                        
 sold...................................       1,136            727          1,592           685           --               -- 
Receivable for policy-related                                                                                                  
 transactions...........................          --             --             --            --      120,082        2,040,319 
                                          ----------    -----------    -----------   -----------  -----------   -------------- 
   Total assets.........................   7,757,080     21,032,706     19,590,051    10,431,316   89,175,005    4,956,367,243 
                                          ----------    -----------    -----------   -----------  -----------   -------------- 

LIABILITIES:                                                                                                                   
Payable for shares of the Portfolios                                                                                           
 purchased..............................          --             --             --            --      120,082        2,040,319 
Payable for policy-related transactions.       1,136            727          1,592           685           --               -- 
                                          ----------    -----------    -----------   -----------  -----------   -------------- 
   Total liabilities....................       1,136            727          1,592           685      120,082        2,040,319 
                                          ----------    -----------    -----------   -----------  -----------   -------------- 
NET ASSETS..............................  $7,755,944    $21,031,979    $19,588,459   $10,430,631  $89,054,923   $4,954,326,924 
                                          ==========    ===========    ===========   ===========  ===========   ============== 

NET ASSETS:                                                                                                                    
Accumulation unit values................  $7,755,512    $21,031,250    $19,588,297   $10,430,166  $88,986,506   $4,954,306,929 
Retained by AXA Equitable in Separate                                                                                          
 Account No. 70.........................         432            729            162           465       68,417           19,995 
                                          ----------    -----------    -----------   -----------  -----------   -------------- 
TOTAL NET ASSETS........................  $7,755,944    $21,031,979    $19,588,459   $10,430,631  $89,054,923   $4,954,326,924 
                                          ==========    ===========    ===========   ===========  ===========   ============== 

Investments in shares of the                                                                                                   
 Portfolios, at cost....................  $6,601,863    $16,279,615    $15,676,179   $ 8,571,627  $88,610,226   $4,493,454,201 
The Portfolios shares held                                                                                                     
   Class A..............................          --        189,033        388,944       212,290    5,812,747               -- 
   Class B..............................     837,929        584,103        850,798       468,470      469,776      323,414,454 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                                        AXA/FRANKLIN AXA/FRANKLIN
                                                                                           AXA/FRANKLIN  SMALL CAP    TEMPLETON  
                                                                               AXA ULTRA     BALANCED      VALUE      ALLOCATION 
                                              AXA MODERATE-PLUS AXA SMARTBETA CONSERVATIVE   MANAGED      MANAGED      MANAGED   
                                                 ALLOCATION*       EQUITY*     STRATEGY*   VOLATILITY*  VOLATILITY*  VOLATILITY* 
                                              ----------------- ------------- ------------ ------------ ------------ ------------
                                                                                                                                 
ASSETS:                                                                                                                          
Investments in shares of the Portfolios, at                                                                                      
 fair value..................................    $47,437,476     $11,373,002   $2,600,360   $9,536,006  $11,348,470  $11,999,806 
Receivable for shares of the Portfolios sold.         52,090              11          104          434        4,047          710 
                                                 -----------     -----------   ----------   ----------  -----------  ----------- 
   Total assets..............................     47,489,566      11,373,013    2,600,464    9,536,440   11,352,517   12,000,516 
                                                 -----------     -----------   ----------   ----------  -----------  ----------- 

LIABILITIES:                                                                                                                     
Payable for policy-related transactions......         52,090              11           79          434        4,047          710 
                                                 -----------     -----------   ----------   ----------  -----------  ----------- 
   Total liabilities.........................         52,090              11           79          434        4,047          710 
                                                 -----------     -----------   ----------   ----------  -----------  ----------- 
NET ASSETS...................................    $47,437,476     $11,373,002   $2,600,385   $9,536,006  $11,348,470  $11,999,806 
                                                 ===========     ===========   ==========   ==========  ===========  =========== 

NET ASSETS:                                                                                                                      
Accumulation unit values.....................    $47,426,944     $   328,383   $2,600,361   $9,535,810  $11,348,120  $11,999,555 
Retained by AXA Equitable in Separate                                                                                            
 Account No. 70..............................         10,532      11,044,619           24          196          350          251 
                                                 -----------     -----------   ----------   ----------  -----------  ----------- 
TOTAL NET ASSETS.............................    $47,437,476     $11,373,002   $2,600,385   $9,536,006  $11,348,470  $11,999,806 
                                                 ===========     ===========   ==========   ==========  ===========  =========== 

Investments in shares of the Portfolios, at                                                                                      
 cost........................................    $45,280,828     $10,666,071   $2,604,087   $8,757,899  $ 8,963,173  $10,680,982 
The Portfolios shares held                                                                                                       
   Class A...................................      3,700,256              --           --      376,870      207,326      624,123 
   Class B...................................        557,680         546,008      252,123      543,303      552,614      532,738 
   Class K...................................             --         516,868           --           --           --           -- 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                            AXA/MUTUAL   AXA/TEMPLETON                                                        
                                            LARGE CAP    GLOBAL EQUITY     BLACKROCK          BLACKROCK          BLACKROCK    
                             AXA/LOOMIS   EQUITY MANAGED    MANAGED    GLOBAL ALLOCATION GLOBAL OPPORTUNITIES LARGE CAP GROWTH
                           SAYLES GROWTH*  VOLATILITY*    VOLATILITY*      V.I. FUND          V.I. FUND          V.I. FUND    
                           -------------- -------------- ------------- ----------------- -------------------- ----------------
                                                                                                                              
ASSETS:                                                                                                                       
Investments in shares of                                                                                                      
 the Portfolios, at fair                                                                                                      
 value....................  $16,383,655     $3,819,973    $17,679,743     $83,066,715         $1,430,289        $24,892,476   
Receivable for shares of                                                                                                      
 the Portfolios sold......           15            156          6,446              --                 46              3,952   
Receivable for                                                                                                                
 policy-related                                                                                                               
 transactions.............           --             --             --         112,294                 --                 --   
                            -----------     ----------    -----------     -----------         ----------        -----------   
   Total assets...........   16,383,670      3,820,129     17,686,189      83,179,009          1,430,335         24,896,428   
                            -----------     ----------    -----------     -----------         ----------        -----------   

LIABILITIES:                                                                                                                  
Payable for shares of the                                                                                                     
 Portfolios purchased.....           --             --             --         112,294                 --                 --   
Payable for                                                                                                                   
 policy-related                                                                                                               
 transactions.............           15            131          6,446              --                 46              3,952   
                            -----------     ----------    -----------     -----------         ----------        -----------   
   Total liabilities......           15            131          6,446         112,294                 46              3,952   
                            -----------     ----------    -----------     -----------         ----------        -----------   
NET ASSETS................  $16,383,655     $3,819,998    $17,679,743     $83,066,715         $1,430,289        $24,892,476   
                            ===========     ==========    ===========     ===========         ==========        ===========   

NET ASSETS:                                                                                                                   
Accumulation unit values..  $16,371,957     $3,819,974    $17,679,138     $83,064,645         $1,430,179        $24,891,600   
Retained by AXA Equitable                                                                                                     
 in Separate Account                                                                                                          
 No. 70...................       11,698             24            605           2,070                110                876   
                            -----------     ----------    -----------     -----------         ----------        -----------   
TOTAL NET ASSETS..........  $16,383,655     $3,819,998    $17,679,743     $83,066,715         $1,430,289        $24,892,476   
                            ===========     ==========    ===========     ===========         ==========        ===========   

Investments in shares of                                                                                                      
 the Portfolios, at cost..  $19,476,664     $3,077,196    $15,391,234     $87,757,436         $1,535,221        $24,707,781   
The Portfolios shares held                                                                                                    
   Class A................    2,429,364         94,755        332,023              --                 --                 --   
   Class B................      456,656        199,379      1,206,926              --                 --                 --   
   Class III..............           --             --             --       5,862,153             88,181          1,779,305   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                       CHARTER/SM/                                                              
                                         CHARTER/SM/ ALTERNATIVE 100    CHARTER/SM       CHARTER/SM                             
                                         AGGRESSIVE   CONSERVATIVE   /ALTERNATIVE 100 /ALTERNATIVE 100  CHARTER/SM/  CHARTER/SM/
                                          GROWTH*         PLUS*          GROWTH*         MODERATE*     CONSERVATIVE*  EQUITY*   
                                         ----------  --------------- ---------------- ---------------- ------------- ---------- 
                                                                                                                                
ASSETS:                                                                                                                         
Investments in shares of the                                                                                                    
 Portfolios, at fair value.............. $7,187,354    $5,905,441       $5,683,885       $7,733,774     $13,615,570  $5,380,471 
Receivable for shares of the Portfolios                                                                                         
 sold...................................        103            --            7,895               --              --          39 
Receivable for policy-related                                                                                                   
 transactions...........................         --         2,729               --            2,099           2,468          -- 
                                         ----------    ----------       ----------       ----------     -----------  ---------- 
   Total assets.........................  7,187,457     5,908,170        5,691,780        7,735,873      13,618,038   5,380,510 
                                         ----------    ----------       ----------       ----------     -----------  ---------- 

LIABILITIES:                                                                                                                    
Payable for shares of the Portfolios                                                                                            
 purchased..............................         --         2,729               --            2,099           2,468          -- 
Payable for policy-related transactions.        103            --            7,895               --              --          39 
                                         ----------    ----------       ----------       ----------     -----------  ---------- 
   Total liabilities....................        103         2,729            7,895            2,099           2,468          39 
                                         ----------    ----------       ----------       ----------     -----------  ---------- 
NET ASSETS.............................. $7,187,354    $5,905,441       $5,683,885       $7,733,774     $13,615,570  $5,380,471 
                                         ==========    ==========       ==========       ==========     ===========  ========== 

NET ASSETS:                                                                                                                     
Accumulation unit values................ $3,066,160    $1,876,712       $1,830,441       $3,780,046     $ 9,526,597  $1,142,061 
Retained by AXA Equitable in Separate                                                                                           
 Account No. 70.........................  4,121,194     4,028,729        3,853,444        3,953,728       4,088,973   4,238,410 
                                         ----------    ----------       ----------       ----------     -----------  ---------- 
TOTAL NET ASSETS........................ $7,187,354    $5,905,441       $5,683,885       $7,733,774     $13,615,570  $5,380,471 
                                         ==========    ==========       ==========       ==========     ===========  ========== 

Investments in shares of the                                                                                                    
 Portfolios, at cost.................... $7,293,392    $6,079,036       $6,095,364       $8,106,849     $13,845,551  $5,329,622 
The Portfolios shares held                                                                                                      
   Class B..............................    723,577       607,805          611,523          810,534       1,375,891     529,959 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                         CHARTER/SM/  CHARTER/SM/   CHARTER/SM/   CHARTER/SM/ 
                                                CHARTER/SM   CHARTER/SM/   INCOME    INTEREST RATE INTERNATIONAL INTERNATIONAL
                                              /FIXED INCOME*  GROWTH*    STRATEGIES*  STRATEGIES*  CONSERVATIVE*    GROWTH*   
                                              -------------- ----------- ----------- ------------- ------------- -------------
                                                                                                                              
ASSETS:                                                                                                                       
Investments in shares of the Portfolios, at                                                                                   
 fair value..................................   $5,170,726   $14,324,455 $6,666,714   $8,589,741    $4,379,041    $4,559,206  
Receivable for shares of the Portfolios sold.           --           345         --           --            --            19  
Receivable for policy-related transactions...        2,754            --      3,639        2,069           725            --  
                                                ----------   ----------- ----------   ----------    ----------    ----------  
   Total assets..............................    5,173,480    14,324,800  6,670,353    8,591,810     4,379,766     4,559,225  
                                                ----------   ----------- ----------   ----------    ----------    ----------  

LIABILITIES:                                                                                                                  
Payable for shares of the Portfolios                                                                                          
 purchased...................................        2,754            --      3,639        2,069           725            --  
Payable for policy-related transactions......           --           345         --           --            --            19  
                                                ----------   ----------- ----------   ----------    ----------    ----------  
   Total liabilities.........................        2,754           345      3,639        2,069           725            19  
                                                ----------   ----------- ----------   ----------    ----------    ----------  
NET ASSETS...................................   $5,170,726   $14,324,455 $6,666,714   $8,589,741    $4,379,041    $4,559,206  
                                                ==========   =========== ==========   ==========    ==========    ==========  

NET ASSETS:                                                                                                                   
Accumulation unit values.....................   $1,123,687   $10,199,028 $2,489,789   $4,489,311    $  436,102    $  573,784  
Retained by AXA Equitable in Separate                                                                                         
 Account No. 70..............................    4,047,039     4,125,427  4,176,925    4,100,430     3,942,939     3,985,422  
                                                ----------   ----------- ----------   ----------    ----------    ----------  
TOTAL NET ASSETS.............................   $5,170,726   $14,324,455 $6,666,714   $8,589,741    $4,379,041    $4,559,206  
                                                ==========   =========== ==========   ==========    ==========    ==========  

Investments in shares of the Portfolios, at                                                                                   
 cost........................................   $5,306,239   $14,433,322 $6,810,791   $8,822,472    $4,644,059    $4,788,730  
The Portfolios shares held                                                                                                    
   Class B...................................      530,484     1,430,961    675,741      873,493       465,054       478,729  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                                                  CHARTER/SM/
                                                    CHARTER/SM/              CHARTER/SM/ CHARTER/SM/  CHARTER/SM/   SMALL    
                                                   INTERNATIONAL CHARTER/SM   MODERATE   MULTI-SECTOR    REAL        CAP     
                                                     MODERATE*   /MODERATE*   GROWTH*       BOND*      ASSETS*     GROWTH*   
                                                   ------------- ----------- ----------- ------------ ----------  ---------- 
                                                                                                                             
ASSETS:                                                                                                                      
Investments in shares of the Portfolios, at fair                                                                             
 value............................................  $4,770,176   $17,730,304 $12,771,143  $2,730,358  $4,757,523  $7,627,439 
Receivable for shares of the Portfolios sold......       4,492        56,304         293         312          29          -- 
Receivable for policy-related transactions........          --            --          --          --          --       2,789 
                                                    ----------   ----------- -----------  ----------  ----------  ---------- 
   Total assets...................................   4,774,668    17,786,608  12,771,436   2,730,670   4,757,552   7,630,228 
                                                    ----------   ----------- -----------  ----------  ----------  ---------- 

LIABILITIES:                                                                                                                 
Payable for shares of the Portfolios purchased....          --            --          --          --          --       2,789 
Payable for policy-related transactions...........       4,492        56,304         293         312          29          -- 
                                                    ----------   ----------- -----------  ----------  ----------  ---------- 
   Total liabilities..............................       4,492        56,304         293         312          29       2,789 
                                                    ----------   ----------- -----------  ----------  ----------  ---------- 
NET ASSETS........................................  $4,770,176   $17,730,304 $12,771,143  $2,730,358  $4,757,523  $7,627,439 
                                                    ==========   =========== ===========  ==========  ==========  ========== 

NET ASSETS:                                                                                                                  
Accumulation unit values..........................  $  815,405   $13,625,873 $ 8,641,320  $2,729,971  $  869,352  $7,627,125 
Retained by AXA Equitable in Separate Account                                                                                
 No. 70...........................................   3,954,771     4,104,431   4,129,823         387   3,888,171         314 
                                                    ----------   ----------- -----------  ----------  ----------  ---------- 
TOTAL NET ASSETS..................................  $4,770,176   $17,730,304 $12,771,143  $2,730,358  $4,757,523  $7,627,439 
                                                    ==========   =========== ===========  ==========  ==========  ========== 

Investments in shares of the Portfolios, at cost..  $5,039,484   $18,052,318 $12,962,329  $2,865,475  $5,059,366  $6,141,404 
The Portfolios shares held                                                                                                   
   Class B........................................     504,421     1,785,682   1,284,224     712,687     508,280     639,302 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                                                DELAWARE VIP(R)  
                     CHARTER/SM/ CLEARBRIDGE VARIABLE CLEARBRIDGE VARIABLE  DELAWARE VIP(R)   DELAWARE VIP(R)     LIMITED-TERM   
                     SMALL CAP    AGGRESSIVE GROWTH      EQUITY INCOME     DIVERSIFIED INCOME EMERGING MARKETS DIVERSIFIED INCOME
                       VALUE*         PORTFOLIO            PORTFOLIO             SERIES            SERIES            SERIES      
                     ----------- -------------------- -------------------- ------------------ ---------------- ------------------
                                                                                                                                 
ASSETS:                                                                                                                          
Investments in                                                                                                                   
 shares of the                                                                                                                   
 Portfolios, at                                                                                                                  
 fair value......... $12,109,431     $11,397,728           $3,031,998          $6,079,937         $537,931         $4,300,705    
Receivable for                                                                                                                   
 shares of the                                                                                                                   
 Portfolios sold....       3,762              --                   --                  --               18                 --    
Receivable for                                                                                                                   
 policy-related                                                                                                                  
 transactions.......          --          21,554                6,096               4,449               --             20,110    
                     -----------     -----------           ----------          ----------         --------         ----------    
   Total assets.....  12,113,193      11,419,282            3,038,094           6,084,386          537,949          4,320,815    
                     -----------     -----------           ----------          ----------         --------         ----------    

LIABILITIES:                                                                                                                     
Payable for shares                                                                                                               
 of the Portfolios                                                                                                               
 purchased..........          --          21,504                6,046               4,449               --             14,258    
Payable for                                                                                                                      
 policy-related                                                                                                                  
 transactions.......       3,762              --                   --                  --               18                 --    
                     -----------     -----------           ----------          ----------         --------         ----------    
   Total                                                                                                                         
    liabilities.....       3,762          21,504                6,046               4,449               18             14,258    
                     -----------     -----------           ----------          ----------         --------         ----------    
NET ASSETS.......... $12,109,431     $11,397,778           $3,032,048          $6,079,937         $537,931         $4,306,557    
                     ===========     ===========           ==========          ==========         ========         ==========    

NET ASSETS:                                                                                                                      
Accumulation unit                                                                                                                
 values............. $12,106,043     $11,397,764           $3,032,031          $6,060,135         $536,585         $4,300,457    
Retained by AXA                                                                                                                  
 Equitable in                                                                                                                    
 Separate Account                                                                                                                
 No. 70.............       3,388              14                   17              19,802            1,346              6,100    
                     -----------     -----------           ----------          ----------         --------         ----------    
TOTAL NET ASSETS.... $12,109,431     $11,397,778           $3,032,048          $6,079,937         $537,931         $4,306,557    
                     ===========     ===========           ==========          ==========         ========         ==========    

Investments in                                                                                                                   
 shares of the                                                                                                                   
 Portfolios, at                                                                                                                  
 cost............... $11,096,907     $11,610,984           $2,985,413          $6,058,138         $592,829         $4,316,143    
The Portfolios                                                                                                                   
 shares held                                                                                                                     
   Class B..........     790,053              --                   --                  --               --                 --    
   Class II.........          --         383,504              189,263                  --               --                 --    
   Service Class....          --              --                   --             564,525           27,614            438,848    

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                       EATON VANCE VT EQ/ALLIANCEBERNSTEIN EQ/ALLIANCEBERNSTEIN EQ/ALLIANCEBERNSTEIN EQ/BLACKROCK    EQ/BOSTON   
                       FLOATING-RATE     DYNAMIC WEALTH       SHORT DURATION         SMALL CAP       BASIC VALUE  ADVISORS EQUITY
                        INCOME FUND       STRATEGIES*        GOVERNMENT BOND*         GROWTH*          EQUITY*        INCOME*    
                       -------------- -------------------- -------------------- -------------------- ------------ ---------------
                                                                                                                                 
ASSETS:                                                                                                                          
Investments in                                                                                                                   
 shares of the                                                                                                                   
 Portfolios, at                                                                                                                  
 fair value...........   $5,664,004      $2,032,106,786          $560,339           $41,950,771      $114,626,492   $27,828,862  
Receivable for                                                                                                                   
 shares of the                                                                                                                   
 Portfolios sold......          193                  --                25                    --                --            --  
Receivable for                                                                                                                   
 policy-related                                                                                                                  
 transactions.........          307           1,972,055                --                 7,830            39,388         7,065  
                         ----------      --------------          --------           -----------      ------------   -----------  
   Total assets.......    5,664,504       2,034,078,841           560,364            41,958,601       114,665,880    27,835,927  
                         ----------      --------------          --------           -----------      ------------   -----------  

LIABILITIES:                                                                                                                     
Payable for shares                                                                                                               
 of the Portfolios                                                                                                               
 purchased............           --           1,972,055                --                 7,780            39,388         7,065  
                         ----------      --------------          --------           -----------      ------------   -----------  
   Total liabilities..           --           1,972,055                --                 7,780            39,388         7,065  
                         ----------      --------------          --------           -----------      ------------   -----------  
NET ASSETS............   $5,664,504      $2,032,106,786          $560,364           $41,950,821      $114,626,492   $27,828,862  
                         ==========      ==============          ========           ===========      ============   ===========  

NET ASSETS:                                                                                                                      
Accumulation unit                                                                                                                
 values...............   $5,664,483      $2,031,930,398          $560,359           $41,950,793      $114,623,773   $27,828,358  
Retained by AXA                                                                                                                  
 Equitable in                                                                                                                    
 Separate Account                                                                                                                
 No. 70...............           21             176,388                 5                    28             2,719           504  
                         ----------      --------------          --------           -----------      ------------   -----------  
TOTAL NET ASSETS......   $5,664,504      $2,032,106,786          $560,364           $41,950,821      $114,626,492   $27,828,862  
                         ==========      ==============          ========           ===========      ============   ===========  

Investments in                                                                                                                   
 shares of the                                                                                                                   
 Portfolios, at cost..   $5,777,713      $1,900,717,091          $561,643           $42,198,461      $ 92,846,124   $27,722,078  
The Portfolios                                                                                                                   
 shares held                                                                                                                     
   Class A............           --                  --                --             1,306,936         5,004,188     2,957,849  
   Class B............           --         171,001,195            56,659               841,707           322,611     1,261,907  
   Initial Class......      616,323                  --                --                    --                --            --  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                               EQ/CALVERT  EQ/CAPITAL                                           EQ/EMERGING 
                                                SOCIALLY    GUARDIAN    EQ/COMMON   EQ/CONVERTIBLE   EQ/CORE      MARKETS   
                                              RESPONSIBLE* RESEARCH*   STOCK INDEX*  SECURITIES*   BOND INDEX*  EQUITY PLUS*
                                              ------------ ----------- ------------ -------------- ------------ ------------
                                                                                                                            
ASSETS:                                                                                                                     
Investments in shares of the Portfolios, at                                                                                 
 fair value..................................  $1,371,815  $16,163,791 $19,967,424   $13,675,551   $323,609,103 $13,587,137 
Receivable for shares of the Portfolios sold.          --           --         977            86         52,326          -- 
Receivable for policy-related transactions...       1,767            5          --            --             --       9,316 
                                               ----------  ----------- -----------   -----------   ------------ ----------- 
   Total assets..............................   1,373,582   16,163,796  19,968,401    13,675,637    323,661,429  13,596,453 
                                               ----------  ----------- -----------   -----------   ------------ ----------- 

LIABILITIES:                                                                                                                
Payable for shares of the Portfolios                                                                                        
 purchased...................................       1,767            5          --            --             --       9,316 
Payable for policy-related transactions......          --           --         977            86         52,326          -- 
                                               ----------  ----------- -----------   -----------   ------------ ----------- 
   Total liabilities.........................       1,767            5         977            86         52,326       9,316 
                                               ----------  ----------- -----------   -----------   ------------ ----------- 
NET ASSETS...................................  $1,371,815  $16,163,791 $19,967,424   $13,675,551   $323,609,103 $13,587,137 
                                               ==========  =========== ===========   ===========   ============ =========== 

NET ASSETS:                                                                                                                 
Accumulation unit values.....................  $1,371,726  $16,163,450 $19,967,418   $ 2,501,360   $323,566,172 $ 2,543,288 
Retained by AXA Equitable in Separate                                                                                       
 Account No. 70..............................          89          341           6    11,174,191         42,931  11,043,849 
                                               ----------  ----------- -----------   -----------   ------------ ----------- 
TOTAL NET ASSETS.............................  $1,371,815  $16,163,791 $19,967,424   $13,675,551   $323,609,103 $13,587,137 
                                               ==========  =========== ===========   ===========   ============ =========== 

Investments in shares of the Portfolios, at                                                                                 
 cost........................................  $1,124,371  $13,230,001 $17,242,699   $13,004,111   $325,099,091 $14,854,920 
The Portfolios shares held                                                                                                  
   Class A...................................          --      537,184     682,340            --             --          -- 
   Class B...................................     110,703      239,439      78,104       755,977     32,393,516     889,312 
   Class K...................................          --           --          --       524,420             --     611,366 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                EQ/GAMCO      EQ/GAMCO                           
                                                                  EQ/EQUITY    MERGERS AND  SMALL COMPANY EQ/GLOBAL     EQ/HIGH  
                                                  EQ/ENERGY ETF*  500 INDEX*  ACQUISITIONS*    VALUE*     BOND PLUS*  YIELD BOND*
                                                  -------------- ------------ ------------- ------------- ----------- -----------
                                                                                                                                 
ASSETS:                                                                                                                          
Investments in shares of the Portfolios, at fair                                                                                 
 value...........................................   $4,142,420   $109,321,763  $11,894,548  $177,444,133  $11,738,938 $55,351,792
Receivable for shares of the Portfolios sold.....           24          9,276        5,434            --          664         211
Receivable for policy-related transactions.......           --             --           --       112,321           --          --
                                                    ----------   ------------  -----------  ------------  ----------- -----------
   Total assets..................................    4,142,444    109,331,039   11,899,982   177,556,454   11,739,602  55,352,003
                                                    ----------   ------------  -----------  ------------  ----------- -----------

LIABILITIES:                                                                                                                     
Payable for shares of the Portfolios purchased...           --             --           --       112,321           --          --
Payable for policy-related transactions..........           24          9,276        5,434            --          664         211
                                                    ----------   ------------  -----------  ------------  ----------- -----------
   Total liabilities.............................           24          9,276        5,434       112,321          664         211
                                                    ----------   ------------  -----------  ------------  ----------- -----------
NET ASSETS.......................................   $4,142,420   $109,321,763  $11,894,548  $177,444,133  $11,738,938 $55,351,792
                                                    ==========   ============  ===========  ============  =========== ===========

NET ASSETS:                                                                                                                      
Accumulation unit values.........................   $  697,447   $109,279,001  $11,862,696  $177,443,335  $11,738,699 $ 5,586,010
Retained by AXA Equitable in Separate Account                                                                                    
 No. 70..........................................    3,444,973         42,762       31,852           798          239  49,765,782
                                                    ----------   ------------  -----------  ------------  ----------- -----------
TOTAL NET ASSETS.................................   $4,142,420   $109,321,763  $11,894,548  $177,444,133  $11,738,938 $55,351,792
                                                    ==========   ============  ===========  ============  =========== ===========

Investments in shares of the Portfolios, at cost.   $4,940,064   $ 94,524,208  $12,022,021  $154,942,632  $12,466,248 $56,268,591
The Portfolios shares held                                                                                                       
   Class A.......................................           --      2,722,364      805,610     3,009,147      702,481          --
   Class B.......................................      291,418        362,253      115,393       182,999      571,962   3,080,805
   Class K.......................................      207,951             --           --            --           --   2,527,575

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                       EQ/INTERMEDIATE                                                EQ/JPMORGAN                
                                         GOVERNMENT    EQ/INTERNATIONAL EQ/INTERNATIONAL EQ/INVESCO      VALUE      EQ/LARGE CAP 
                                            BOND*       EQUITY INDEX*         ETF*       COMSTOCK*   OPPORTUNITIES* GROWTH INDEX*
                                       --------------- ---------------- ---------------- ----------- -------------- -------------
                                                                                                                                 
ASSETS:                                                                                                                          
Investments in shares of the                                                                                                     
 Portfolios, at fair value............  $130,682,963     $20,063,579       $4,081,571    $36,023,161   $9,865,054    $22,780,610 
Receivable for shares of the                                                                                                     
 Portfolios sold......................        19,397              --              160             --           --             -- 
Receivable for policy-related                                                                                                    
 transactions.........................            --             785               --        101,013        6,936         21,624 
                                        ------------     -----------       ----------    -----------   ----------    ----------- 
   Total assets.......................   130,702,360      20,064,364        4,081,731     36,124,174    9,871,990     22,802,234 
                                        ------------     -----------       ----------    -----------   ----------    ----------- 

LIABILITIES:                                                                                                                     
Payable for shares of the Portfolios                                                                                             
 purchased............................            --             785               --        101,013        6,936         21,624 
Payable for policy-related                                                                                                       
 transactions.........................        19,397              --              160             --           --             -- 
                                        ------------     -----------       ----------    -----------   ----------    ----------- 
   Total liabilities..................        19,397             785              160        101,013        6,936         21,624 
                                        ------------     -----------       ----------    -----------   ----------    ----------- 
NET ASSETS............................  $130,682,963     $20,063,579       $4,081,571    $36,023,161   $9,865,054    $22,780,610 
                                        ============     ===========       ==========    ===========   ==========    =========== 

NET ASSETS:                                                                                                                      
Accumulation unit values..............  $130,681,844     $20,063,534       $4,081,211    $36,022,475   $9,864,586    $22,780,472 
Retained by AXA Equitable in Separate                                                                                            
 Account No. 70.......................         1,119              45              360            686          468            138 
                                        ------------     -----------       ----------    -----------   ----------    ----------- 
TOTAL NET ASSETS......................  $130,682,963     $20,063,579       $4,081,571    $36,023,161   $9,865,054    $22,780,610 
                                        ============     ===========       ==========    ===========   ==========    =========== 

Investments in shares of the                                                                                                     
 Portfolios, at cost..................  $130,418,493     $21,738,755       $6,584,431    $30,131,951   $7,167,965    $21,889,546 
The Portfolios shares held                                                                                                       
   Class A............................            --       1,746,692        1,394,306      1,724,830      424,162      1,567,428 
   Class B............................    12,752,080         535,428               --        668,074      196,701        264,622 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                        EQ/LOW       EQ/MFS                               EQ/MORGAN 
                                         EQ/LARGE CAP VOLATILITY  INTERNATIONAL EQ/MID CAP    EQ/MONEY   STANLEY MID
                                         VALUE INDEX* GLOBAL ETF*    GROWTH*      INDEX*      MARKET*    CAP GROWTH*
                                         ------------ ----------- ------------- ----------- ------------ -----------
                                                                                                                    
ASSETS:                                                                                                             
Investments in shares of the                                                                                        
 Portfolios, at fair value.............. $18,909,351  $5,138,216   $25,952,966  $40,284,720 $115,482,890 $52,945,416
Receivable for shares of the Portfolios                                                                             
 sold...................................          --          27         1,277           --           --          --
Receivable for policy-related                                                                                       
 transactions...........................      18,070          --            --       19,764      380,814       9,268
                                         -----------  ----------   -----------  ----------- ------------ -----------
   Total assets.........................  18,927,421   5,138,243    25,954,243   40,304,484  115,863,704  52,954,684
                                         -----------  ----------   -----------  ----------- ------------ -----------

LIABILITIES:                                                                                                        
Payable for shares of the Portfolios                                                                                
 purchased..............................      18,070          --            --       19,764      380,814       9,268
Payable for policy-related transactions.          --          27         1,277           --           --          --
                                         -----------  ----------   -----------  ----------- ------------ -----------
   Total liabilities....................      18,070          27         1,277       19,764      380,814       9,268
                                         -----------  ----------   -----------  ----------- ------------ -----------
NET ASSETS.............................. $18,909,351  $5,138,216   $25,952,966  $40,284,720 $115,482,890 $52,945,416
                                         ===========  ==========   ===========  =========== ============ ===========

NET ASSETS:                                                                                                         
Accumulation unit values................ $18,884,108  $  798,129   $25,952,856  $40,245,429 $115,477,375 $52,945,243
Retained by AXA Equitable in Separate                                                                               
 Account No. 70.........................      25,243   4,340,087           110       39,291        5,515         173
                                         -----------  ----------   -----------  ----------- ------------ -----------
TOTAL NET ASSETS........................ $18,909,351  $5,138,216   $25,952,966  $40,284,720 $115,482,890 $52,945,416
                                         ===========  ==========   ===========  =========== ============ ===========

Investments in shares of the                                                                                        
 Portfolios, at cost.................... $16,615,479  $4,966,439   $26,525,652  $35,270,331 $115,482,976 $53,616,139
The Portfolios shares held                                                                                          
   Class A..............................   2,016,362          --     2,571,075    2,529,290   54,880,244   2,139,713
   Class B..............................     206,059     284,774     1,327,728      467,034   60,573,881     833,437
   Class K..............................          --     208,743            --           --           --          --

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                     EQ/PIMCO   EQ/PIMCO                         
                                                          EQ/NATURAL                  GLOBAL     ULTRA     EQ/QUALITY   EQ/REAL  
                                                          RESOURCES  EQ/OPPENHEIMER    REAL      SHORT        BOND      ESTATE   
                                                            PLUS*       GLOBAL*      RETURN*     BOND*       PLUS*       PLUS*   
                                                          ---------- -------------- ---------- ----------- ----------- ----------
                                                                                                                                 
ASSETS:                                                                                                                          
Investments in shares of the Portfolios, at fair value... $5,948,543  $40,146,337   $4,557,608 $26,091,731 $25,065,412 $5,787,339
Receivable for shares of the Portfolios sold.............         --           --           48          --          --         --
Receivable for policy-related transactions...............     10,247       35,159           --      29,670       4,128      5,819
                                                          ----------  -----------   ---------- ----------- ----------- ----------
   Total assets..........................................  5,958,790   40,181,496    4,557,656  26,121,401  25,069,540  5,793,158
                                                          ----------  -----------   ---------- ----------- ----------- ----------

LIABILITIES:                                                                                                                     
Payable for shares of the Portfolios purchased...........     10,247       35,134           --      29,670       4,128      5,819
Payable for policy-related transactions..................         --           --           48          --          --         --
                                                          ----------  -----------   ---------- ----------- ----------- ----------
   Total liabilities.....................................     10,247       35,134           48      29,670       4,128      5,819
                                                          ----------  -----------   ---------- ----------- ----------- ----------
NET ASSETS............................................... $5,948,543  $40,146,362   $4,557,608 $26,091,731 $25,065,412 $5,787,339
                                                          ==========  ===========   ========== =========== =========== ==========

NET ASSETS:                                                                                                                      
Accumulation unit values................................. $1,386,769  $40,146,342   $4,557,579 $26,087,686 $25,065,387 $5,787,313
Retained by AXA Equitable in Separate Account No. 70.....  4,561,774           20           29       4,045          25         26
                                                          ----------  -----------   ---------- ----------- ----------- ----------
TOTAL NET ASSETS......................................... $5,948,543  $40,146,362   $4,557,608 $26,091,731 $25,065,412 $5,787,339
                                                          ==========  ===========   ========== =========== =========== ==========

Investments in shares of the Portfolios, at cost......... $6,846,981  $36,494,601   $4,617,940 $26,341,495 $25,088,497 $5,839,358
The Portfolios shares held                                                                                                       
   Class A...............................................         --    2,227,307           --   2,264,660          --         --
   Class B...............................................    417,489      578,089      471,288     384,003   2,946,490    553,345
   Class K...............................................    260,582           --           --          --          --         --

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                     EQ/T. ROWE    EQ/UBS                   FEDERATED   FEDERATED
                                                        EQ/SMALL    PRICE GROWTH  GROWTH &  EQ/WELLS FARGO HIGH INCOME  KAUFMANN 
                                                     COMPANY INDEX*    STOCK*     INCOME*   OMEGA GROWTH*  BOND FUND II  FUND II 
                                                     -------------- ------------ ---------- -------------- ------------ ---------
                                                                                                                                 
ASSETS:                                                                                                                          
Investments in shares of the Portfolios, at fair                                                                                 
 value..............................................  $26,185,217   $86,638,370  $5,733,737  $ 97,018,878   $5,327,079  $761,241 
Receivable for shares of the Portfolios sold........          180            --       2,184            --           --        -- 
Receivable for policy-related transactions..........           --        48,587          --        41,300        1,702     8,077 
                                                      -----------   -----------  ----------  ------------   ----------  -------- 
   Total assets.....................................   26,185,397    86,686,957   5,735,921    97,060,178    5,328,781   769,318 
                                                      -----------   -----------  ----------  ------------   ----------  -------- 

LIABILITIES:                                                                                                                     
Payable for shares of the Portfolios purchased......           --        48,587          --        41,300        1,702     8,077 
Payable for policy-related transactions.............          180            --       2,184            --           --        -- 
                                                      -----------   -----------  ----------  ------------   ----------  -------- 
   Total liabilities................................          180        48,587       2,184        41,300        1,702     8,077 
                                                      -----------   -----------  ----------  ------------   ----------  -------- 
NET ASSETS..........................................  $26,185,217   $86,638,370  $5,733,737  $ 97,018,878   $5,327,079  $761,241 
                                                      ===========   ===========  ==========  ============   ==========  ======== 

NET ASSETS:                                                                                                                      
Accumulation unit values............................  $26,141,996   $86,638,317  $5,733,289  $ 97,018,878   $5,326,695  $761,239 
Retained by AXA Equitable in Separate Account No. 70       43,221            53         448            --          384         2 
                                                      -----------   -----------  ----------  ------------   ----------  -------- 
TOTAL NET ASSETS....................................  $26,185,217   $86,638,370  $5,733,737  $ 97,018,878   $5,327,079  $761,241 
                                                      ===========   ===========  ==========  ============   ==========  ======== 

Investments in shares of the Portfolios, at cost....  $26,314,897   $68,907,499  $4,288,935  $103,838,958   $5,427,993  $738,623 
The Portfolios shares held                                                                                                       
   Class A..........................................    2,009,498     1,835,394          --            --           --        -- 
   Class B..........................................      228,842       555,652     584,415     8,749,715           --        -- 
   Service Class....................................           --            --          --            --      775,412    41,394 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                 FIDELITY(R) VIP  FIDELITY(R) VIP FIDELITY(R) VIP FIDELITY(R) VIP FIDELITY(R) VIP FIDELITY(R) VIP
                                  ASSET MANAGER:   CONTRAFUND(R)   FREEDOM 2015    FREEDOM 2020    FREEDOM 2025    FREEDOM 2030  
                                 GROWTH PORTFOLIO    PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO   
                                 ---------------- --------------- --------------- --------------- --------------- ---------------
                                                                                                                                 
ASSETS:                                                                                                                          
Investments in shares of the                                                                                                     
 Portfolios, at fair value......     $925,905      $107,410,516      $825,719        $702,032        $916,264        $839,810    
Receivable for shares of the                                                                                                     
 Portfolios sold................           37                --            33              27              34              33    
Receivable for policy-related                                                                                                    
 transactions...................           --           116,995            --              --              --              --    
                                     --------      ------------      --------        --------        --------        --------    
   Total assets.................      925,942       107,527,511       825,752         702,059         916,298         839,843    
                                     --------      ------------      --------        --------        --------        --------    

LIABILITIES:                                                                                                                     
Payable for shares of the                                                                                                        
 Portfolios purchased...........           --           116,870            --              --              --              --    
Payable for policy-related                                                                                                       
 transactions...................           37                --            33              27              34              33    
                                     --------      ------------      --------        --------        --------        --------    
   Total liabilities............           37           116,870            33              27              34              33    
                                     --------      ------------      --------        --------        --------        --------    
NET ASSETS......................     $925,905      $107,410,641      $825,719        $702,032        $916,264        $839,810    
                                     ========      ============      ========        ========        ========        ========    

NET ASSETS:                                                                                                                      
Accumulation unit values........     $925,633      $107,410,611      $825,456        $701,772        $916,006        $839,549    
Retained by AXA Equitable in                                                                                                     
 Separate Account No. 70........          272                30           263             260             258             261    
                                     --------      ------------      --------        --------        --------        --------    
TOTAL NET ASSETS................     $925,905      $107,410,641      $825,719        $702,032        $916,264        $839,810    
                                     ========      ============      ========        ========        ========        ========    

Investments in shares of the                                                                                                     
 Portfolios, at cost............     $748,431      $ 87,163,997      $753,705        $607,484        $810,032        $770,145    
The Portfolios shares held                                                                                                       
   Service Class 2..............       48,886         2,926,717        65,952          55,278          69,997          64,850    

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                               FIRST TRUST/DOW                                   
                           FIDELITY(R) VIP FIDELITY(R) VIP  FIRST TRUST MULTI JONES DIVIDEND &  FRANKLIN FOUNDING                
                               MID CAP     STRATEGIC INCOME INCOME ALLOCATION INCOME ALLOCATION FUNDS ALLOCATION  FRANKLIN INCOME
                              PORTFOLIO       PORTFOLIO         PORTFOLIO         PORTFOLIO         VIP FUND         VIP FUND    
                           --------------- ---------------- ----------------- ----------------- ----------------- ---------------
                                                                                                                                 
ASSETS:                                                                                                                          
Investments in shares of                                                                                                         
 the Portfolios, at fair                                                                                                         
 value....................   $47,368,895     $54,833,376        $558,029         $9,688,044        $19,384,532      $66,764,135  
Receivable for shares of                                                                                                         
 the Portfolios sold......            --          13,905              20              4,084                 --               --  
Receivable for                                                                                                                   
 policy-related                                                                                                                  
 transactions.............        33,311              --              30                 --             34,276           79,895  
                             -----------     -----------        --------         ----------        -----------      -----------  
   Total assets...........    47,402,206      54,847,281         558,079          9,692,128         19,418,808       66,844,030  
                             -----------     -----------        --------         ----------        -----------      -----------  

LIABILITIES:                                                                                                                     
Payable for shares of the                                                                                                        
 Portfolios purchased.....        33,311              --              --                 --             34,276           79,895  
Payable for                                                                                                                      
 policy-related                                                                                                                  
 transactions.............            --          13,905              --              4,084                 --               --  
                             -----------     -----------        --------         ----------        -----------      -----------  
   Total liabilities......        33,311          13,905              --              4,084             34,276           79,895  
                             -----------     -----------        --------         ----------        -----------      -----------  
NET ASSETS................   $47,368,895     $54,833,376        $558,079         $9,688,044        $19,384,532      $66,764,135  
                             ===========     ===========        ========         ==========        ===========      ===========  

NET ASSETS:                                                                                                                      
Accumulation unit values..   $47,362,605     $54,833,264        $558,049         $9,688,019        $19,384,074      $66,764,135  
Retained by AXA Equitable                                                                                                        
 in Separate Account                                                                                                             
 No. 70...................         6,290             112              30                 25                458               --  
                             -----------     -----------        --------         ----------        -----------      -----------  
TOTAL NET ASSETS..........   $47,368,895     $54,833,376        $558,079         $9,688,044        $19,384,532      $66,764,135  
                             ===========     ===========        ========         ==========        ===========      ===========  

Investments in shares of                                                                                                         
 the Portfolios, at cost..   $44,015,676     $57,298,275        $553,785         $9,066,706        $19,619,443      $67,180,837  
The Portfolios shares held                                                                                                       
   Class I Shares.........            --              --          53,708            780,664                 --               --  
   Class 2................            --              --              --                 --          2,612,471        4,172,758  
   Service Class 2........     1,285,801       4,962,296              --                 --                 --               --  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                                      GUGGENHEIM VT              
                                                                                                         GLOBAL     GUGGENHEIM VT
                                                     FRANKLIN RISING                    GOLDMAN SACHS    MANAGED     MULTI-HEDGE 
                                     FRANKLIN MUTUAL    DIVIDENDS    FRANKLIN STRATEGIC  VIT MID CAP     FUTURES     STRATEGIES  
                                     SHARES VIP FUND    VIP FUND      INCOME VIP FUND    VALUE FUND   STRATEGY FUND     FUND     
                                     --------------- --------------- ------------------ ------------- ------------- -------------
                                                                                                                                 
ASSETS:                                                                                                                          
Investments in shares of the                                                                                                     
 Portfolios, at fair value..........   $13,444,844     $39,577,334      $52,532,887      $30,108,712   $1,203,882     $813,879   
Receivable for shares of the                                                                                                     
 Portfolios sold....................            --              --               --               --           45           33   
Receivable for policy-related                                                                                                    
 transactions.......................        12,009          32,625           86,572           18,824           --           --   
                                       -----------     -----------      -----------      -----------   ----------     --------   
   Total assets.....................    13,456,853      39,609,959       52,619,459       30,127,536    1,203,927      813,912   
                                       -----------     -----------      -----------      -----------   ----------     --------   

LIABILITIES:                                                                                                                     
Payable for shares of the                                                                                                        
 Portfolios purchased...............        12,009          32,625           86,572           18,824           --           --   
Payable for policy-related                                                                                                       
 transactions.......................            --              --               --               --           45           33   
                                       -----------     -----------      -----------      -----------   ----------     --------   
   Total liabilities................        12,009          32,625           86,572           18,824           45           33   
                                       -----------     -----------      -----------      -----------   ----------     --------   
NET ASSETS..........................   $13,444,844     $39,577,334      $52,532,887      $30,108,712   $1,203,882     $813,879   
                                       ===========     ===========      ===========      ===========   ==========     ========   

NET ASSETS:                                                                                                                      
Accumulation unit values............   $13,443,162     $39,577,094      $52,504,187      $30,096,996   $1,203,505     $813,827   
Retained by AXA Equitable in                                                                                                     
 Separate Account No. 70............         1,682             240           28,700           11,716          377           52   
                                       -----------     -----------      -----------      -----------   ----------     --------   
TOTAL NET ASSETS....................   $13,444,844     $39,577,334      $52,532,887      $30,108,712   $1,203,882     $813,879   
                                       ===========     ===========      ===========      ===========   ==========     ========   

Investments in shares of the                                                                                                     
 Portfolios, at cost................   $11,066,857     $36,869,252      $55,508,204      $30,490,262   $1,094,581     $772,451   
The Portfolios shares held                                                                                                       
   Class 2..........................       594,905       1,361,918        4,548,302               --           --           --   
   Common Shares....................            --              --               --               --       57,685       34,182   
   Service Shares...................            --              --               --        1,725,428           --           --   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                   HARTFORD     HARTFORD    INVESCO V.I. INVESCO V.I.  INVESCO V.I. INVESCO V.I.
                                                   CAPITAL       GROWTH       AMERICAN   BALANCED-RISK DIVERSIFIED     GLOBAL   
                                                 APPRECIATION OPPORTUNITIES  FRANCHISE    ALLOCATION     DIVIDEND   HEALTH CARE 
                                                   HLS FUND     HLS FUND        FUND         FUND          FUND         FUND    
                                                 ------------ ------------- ------------ ------------- ------------ ------------
                                                                                                                                
ASSETS:                                                                                                                         
Investments in shares of the Portfolios, at                                                                                     
 fair value.....................................  $1,727,272   $1,602,513     $473,458    $2,918,050   $16,416,080   $1,046,365 
Receivable for shares of the Portfolios sold....          65           58           19           100            --           -- 
Receivable for policy-related transactions......          --        1,142           --            --         3,760          296 
                                                  ----------   ----------     --------    ----------   -----------   ---------- 
   Total assets.................................   1,727,337    1,603,713      473,477     2,918,150    16,419,840    1,046,661 
                                                  ----------   ----------     --------    ----------   -----------   ---------- 

LIABILITIES:                                                                                                                    
Payable for shares of the Portfolios purchased..          --           --           --            --         3,760          296 
Payable for policy-related transactions.........          65           --       18,894            75            --           -- 
                                                  ----------   ----------     --------    ----------   -----------   ---------- 
   Total liabilities............................          65           --       18,894            75         3,760          296 
                                                  ----------   ----------     --------    ----------   -----------   ---------- 
NET ASSETS......................................  $1,727,272   $1,603,713     $454,583    $2,918,075   $16,416,080   $1,046,365 
                                                  ==========   ==========     ========    ==========   ===========   ========== 

NET ASSETS:                                                                                                                     
Accumulation unit values........................  $1,726,836   $1,603,634     $441,359    $2,918,055   $16,415,836   $1,034,840 
Retained by AXA Equitable in Separate Account                                                                                   
 No. 70.........................................         436           79       13,224            20           244       11,525 
                                                  ----------   ----------     --------    ----------   -----------   ---------- 
TOTAL NET ASSETS................................  $1,727,272   $1,603,713     $454,583    $2,918,075   $16,416,080   $1,046,365 
                                                  ==========   ==========     ========    ==========   ===========   ========== 

Investments in shares of the Portfolios, at cost  $1,756,292   $1,577,269     $463,381    $2,986,975   $14,461,724   $  994,931 
The Portfolios shares held                                                                                                      
   Class IC.....................................      31,641       41,355           --            --            --           -- 
   Series II....................................          --           --        8,828       239,774       710,345       31,901 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                   INVESCO V.I. INVESCO V.I. INVESCO V.I.  INVESCO V.I. INVESCO V.I.  IVY FUNDS 
                                                   GLOBAL REAL   HIGH YIELD  INTERNATIONAL MID CAP CORE  SMALL CAP    VIP ASSET 
                                                   ESTATE FUND      FUND      GROWTH FUND  EQUITY FUND  EQUITY FUND   STRATEGY  
                                                   ------------ ------------ ------------- ------------ ------------ -----------
                                                                                                                                
ASSETS:                                                                                                                         
Investments in shares of the Portfolios, at fair                                                                                
 value............................................ $68,110,006  $25,344,438   $35,666,667   $9,313,984   $8,456,498  $53,506,220
Receivable for policy-related transactions........      45,385       12,558        13,246        8,741       10,694       12,277
                                                   -----------  -----------   -----------   ----------   ----------  -----------
   Total assets...................................  68,155,391   25,356,996    35,679,913    9,322,725    8,467,192   53,518,497
                                                   -----------  -----------   -----------   ----------   ----------  -----------

LIABILITIES:                                                                                                                    
Payable for shares of the Portfolios purchased....      45,385       12,508        13,246        8,741       10,694       12,077
                                                   -----------  -----------   -----------   ----------   ----------  -----------
   Total liabilities..............................      45,385       12,508        13,246        8,741       10,694       12,077
                                                   -----------  -----------   -----------   ----------   ----------  -----------
NET ASSETS........................................ $68,110,006  $25,344,488   $35,666,667   $9,313,984   $8,456,498  $53,506,420
                                                   ===========  ===========   ===========   ==========   ==========  ===========

NET ASSETS:                                                                                                                     
Accumulation unit values.......................... $68,108,277  $25,344,470   $35,666,664   $9,313,969   $8,456,270  $53,506,381
Retained by AXA Equitable in Separate Account                                                                                   
 No. 70...........................................       1,729           18             3           15          228           39
                                                   -----------  -----------   -----------   ----------   ----------  -----------
TOTAL NET ASSETS.................................. $68,110,006  $25,344,488   $35,666,667   $9,313,984   $8,456,498  $53,506,420
                                                   ===========  ===========   ===========   ==========   ==========  ===========

Investments in shares of the Portfolios, at cost.. $60,229,133  $26,281,010   $33,045,342   $9,354,415   $8,180,647  $56,300,843
The Portfolios shares held                                                                                                      
   Common Shares..................................          --           --            --           --           --    4,923,145
   Series II......................................   4,056,582    4,608,080     1,036,219      672,976      368,154           --

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                              IVY FUNDS VIP               IVY FUNDS VIP   IVY FUNDS   IVY FUNDS VIP IVY FUNDS VIP
                                                DIVIDEND    IVY FUNDS VIP GLOBAL NATURAL  VIP HIGH      MICRO CAP      MID CAP   
                                              OPPORTUNITIES    ENERGY       RESOURCES      INCOME        GROWTH        GROWTH    
                                              ------------- ------------- -------------- ------------ ------------- -------------
                                                                                                                                 
ASSETS:                                                                                                                          
Investments in shares of the Portfolios, at                                                                                      
 fair value..................................  $16,300,585   $29,365,869   $11,709,226   $111,385,223  $1,548,818    $40,842,535 
Receivable for shares of the Portfolios sold.        2,724            --            --             --          31             -- 
Receivable for policy-related transactions...           --         1,881         2,454         59,835          --         36,019 
                                               -----------   -----------   -----------   ------------  ----------    ----------- 
   Total assets..............................   16,303,309    29,367,750    11,711,680    111,445,058   1,548,849     40,878,554 
                                               -----------   -----------   -----------   ------------  ----------    ----------- 

LIABILITIES:                                                                                                                     
Payable for shares of the Portfolios                                                                                             
 purchased...................................           --         1,831         2,454         59,835          --         36,019 
Payable for policy-related transactions......        2,724            --            --             --          31             -- 
                                               -----------   -----------   -----------   ------------  ----------    ----------- 
   Total liabilities.........................        2,724         1,831         2,454         59,835          31         36,019 
                                               -----------   -----------   -----------   ------------  ----------    ----------- 
NET ASSETS...................................  $16,300,585   $29,365,919   $11,709,226   $111,385,223  $1,548,818    $40,842,535 
                                               ===========   ===========   ===========   ============  ==========    =========== 

NET ASSETS:                                                                                                                      
Accumulation unit values.....................  $16,299,779   $29,365,891   $11,703,247   $111,378,282  $1,548,810    $40,842,529 
Retained by AXA Equitable in Separate                                                                                            
 Account No. 70..............................          806            28         5,979          6,941           8              6 
                                               -----------   -----------   -----------   ------------  ----------    ----------- 
TOTAL NET ASSETS.............................  $16,300,585   $29,365,919   $11,709,226   $111,385,223  $1,548,818    $40,842,535 
                                               ===========   ===========   ===========   ============  ==========    =========== 

Investments in shares of the Portfolios, at                                                                                      
 cost........................................  $13,734,875   $32,352,846   $13,558,190   $112,049,196  $1,580,153    $36,098,969 
The Portfolios shares held                                                                                                       
   Common Shares.............................    1,801,906     4,512,342     2,478,300     28,926,719      57,945      3,766,198 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                                  JANUS ASPEN                    
                                                         IVY FUNDS  JANUS ASPEN   JANUS ASPEN       SERIES                       
                                         IVY FUNDS VIP   VIP SMALL    SERIES    SERIES FLEXIBLE INTECH U.S. LOW LAZARD RETIREMENT
                                            SCIENCE         CAP      BALANCED        BOND         VOLATILLITY   EMERGING MARKETS 
                                         AND TECHNOLOGY   GROWTH     PORTFOLIO     PORTFOLIO       PORTFOLIO    EQUITY PORTFOLIO 
                                         -------------- ----------- ----------- --------------- --------------- -----------------
                                                                                                                                 
ASSETS:                                                                                                                          
Investments in shares of the                                                                                                     
 Portfolios, at fair value..............  $52,644,709   $17,570,116 $4,371,298    $3,255,705      $1,494,373       $73,892,717   
Receivable for shares of the Portfolios                                                                                          
 sold...................................           --            --        148           109              51                --   
Receivable for policy-related                                                                                                    
 transactions...........................       14,837        15,780         --            --              --            21,926   
                                          -----------   ----------- ----------    ----------      ----------       -----------   
   Total assets.........................   52,659,546    17,585,896  4,371,446     3,255,814       1,494,424        73,914,643   
                                          -----------   ----------- ----------    ----------      ----------       -----------   

LIABILITIES:                                                                                                                     
Payable for shares of the Portfolios                                                                                             
 purchased..............................       14,837        15,780         --            --              --            21,926   
Payable for policy-related transactions.           --            --        148             9              51                --   
                                          -----------   ----------- ----------    ----------      ----------       -----------   
   Total liabilities....................       14,837        15,780        148             9              51            21,926   
                                          -----------   ----------- ----------    ----------      ----------       -----------   
NET ASSETS..............................  $52,644,709   $17,570,116 $4,371,298    $3,255,805      $1,494,373       $73,892,717   
                                          ===========   =========== ==========    ==========      ==========       ===========   

NET ASSETS:                                                                                                                      
Accumulation unit values................  $52,643,268   $17,562,468 $4,371,294    $3,255,787      $1,494,286       $73,877,339   
Retained by AXA Equitable in Separate                                                                                            
 Account No. 70.........................        1,441         7,648          4            18              87            15,378   
                                          -----------   ----------- ----------    ----------      ----------       -----------   
TOTAL NET ASSETS........................  $52,644,709   $17,570,116 $4,371,298    $3,255,805      $1,494,373       $73,892,717   
                                          ===========   =========== ==========    ==========      ==========       ===========   

Investments in shares of the                                                                                                     
 Portfolios, at cost....................  $47,263,209   $16,612,178 $4,296,936    $3,276,730      $1,400,003       $79,645,769   
The Portfolios shares held                                                                                                       
   Common Shares........................    2,103,836     1,445,803         --            --              --                --   
   Service Shares.......................           --            --    132,584       250,825         104,648         3,702,040   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                    LORD ABBETT                                               
                                      LORD ABBETT     LORD ABBETT  SERIES FUND-                                               
                                    SERIES FUND-BOND SERIES FUND-     GROWTH         MFS(R)      MFS(R) INVESTORS    MFS(R)   
                                       DEBENTURE     CLASSIC STOCK OPPORTUNITIES  INTERNATIONAL    GROWTH STOCK    INVESTORS  
                                       PORTFOLIO       PORTFOLIO     PORTFOLIO   VALUE PORTFOLIO      SERIES      TRUST SERIES
                                    ---------------- ------------- ------------- --------------- ---------------- ------------
                                                                                                                              
ASSETS:                                                                                                                       
Investments in shares of the                                                                                                  
 Portfolios, at fair value.........   $32,620,589     $5,069,874    $3,310,911     $95,246,180     $12,199,707     $8,262,995 
Receivable for shares of the                                                                                                  
 Portfolios sold...................            --             --            --              --              --          2,691 
Receivable for policy-related                                                                                                 
 transactions......................         4,228          6,132           852          75,351           6,689             -- 
                                      -----------     ----------    ----------     -----------     -----------     ---------- 
   Total assets....................    32,624,817      5,076,006     3,311,763      95,321,531      12,206,396      8,265,686 
                                      -----------     ----------    ----------     -----------     -----------     ---------- 

LIABILITIES:                                                                                                                  
Payable for shares of the                                                                                                     
 Portfolios purchased..............         4,228          6,132           852          75,351           6,689             -- 
Payable for policy-related                                                                                                    
 transactions......................            --             --            --              --              --          2,691 
                                      -----------     ----------    ----------     -----------     -----------     ---------- 
   Total liabilities...............         4,228          6,132           852          75,351           6,689          2,691 
                                      -----------     ----------    ----------     -----------     -----------     ---------- 
NET ASSETS.........................   $32,620,589     $5,069,874    $3,310,911     $95,246,180     $12,199,707     $8,262,995 
                                      ===========     ==========    ==========     ===========     ===========     ========== 

NET ASSETS:                                                                                                                   
Accumulation unit values...........   $32,620,259     $5,069,803    $3,310,617     $95,242,721     $12,199,188     $8,262,923 
Retained by AXA Equitable in                                                                                                  
 Separate Account No. 70...........           330             71           294           3,459             519             72 
                                      -----------     ----------    ----------     -----------     -----------     ---------- 
TOTAL NET ASSETS...................   $32,620,589     $5,069,874    $3,310,911     $95,246,180     $12,199,707     $8,262,995 
                                      ===========     ==========    ==========     ===========     ===========     ========== 

Investments in shares of the                                                                                                  
 Portfolios, at cost...............   $34,730,291     $4,966,163    $3,724,435     $87,668,040     $10,552,374     $6,848,186 
The Portfolios shares held                                                                                                    
   Service Class...................            --             --            --       4,442,452         780,531        274,245 
   VC Shares.......................     2,743,531        358,295       256,461              --              --             -- 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                    MFS(R)    MFS(R)      MFS(R)                                                
                                                   RESEARCH TECHNOLOGY   UTILITIES     MFS(R)       MULTIMANAGER    MULTIMANAGER
                                                    SERIES  PORTFOLIO     SERIES    VALUE SERIES AGGRESSIVE EQUITY*  CORE BOND* 
                                                   -------- ----------- ----------- ------------ ------------------ ------------
                                                                                                                                
ASSETS:                                                                                                                         
Investments in shares of the Portfolios, at fair                                                                                
 value............................................ $812,077 $15,442,461 $41,044,877  $2,475,758     $11,082,597     $ 97,870,116
Receivable for shares of the Portfolios sold......       --          --          --          85              --            1,440
Receivable for policy-related transactions........      100      46,066     191,734          --           1,073               --
                                                   -------- ----------- -----------  ----------     -----------     ------------
   Total assets...................................  812,177  15,488,527  41,236,611   2,475,843      11,083,670       97,871,556
                                                   -------- ----------- -----------  ----------     -----------     ------------

LIABILITIES:                                                                                                                    
Payable for shares of the Portfolios purchased....       --      46,066     191,734          --           1,073               --
Payable for policy-related transactions...........       --          --          --          60              --            1,440
                                                   -------- ----------- -----------  ----------     -----------     ------------
   Total liabilities..............................       --      46,066     191,734          60           1,073            1,440
                                                   -------- ----------- -----------  ----------     -----------     ------------
NET ASSETS........................................ $812,177 $15,442,461 $41,044,877  $2,475,783     $11,082,597     $ 97,870,116
                                                   ======== =========== ===========  ==========     ===========     ============

NET ASSETS:                                                                                                                     
Accumulation unit values.......................... $812,160 $15,441,851 $41,044,171  $2,475,772     $11,048,136     $ 97,870,101
Retained by AXA Equitable in Separate Account                                                                                   
 No. 70...........................................       17         610         706          11          34,461               15
                                                   -------- ----------- -----------  ----------     -----------     ------------
TOTAL NET ASSETS.................................. $812,177 $15,442,461 $41,044,877  $2,475,783     $11,082,597     $ 97,870,116
                                                   ======== =========== ===========  ==========     ===========     ============

Investments in shares of the Portfolios, at cost.. $802,379 $12,764,930 $38,851,759  $2,390,291     $ 8,850,758     $101,172,667
The Portfolios shares held                                                                                                      
   Class B........................................       --          --          --          --         255,363        9,849,706
   Service Class..................................   28,158   1,378,791   1,225,952     123,479              --               --

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                   NEUBERGER BERMAN                 
                                            MULTIMANAGER MULTIMANAGER              ABSOLUTE RETURN  NEUBERGER BERMAN
                                              MID CAP      MID CAP    MULTIMANAGER  MULTI-MANAGER    INTERNATIONAL  
                                              GROWTH*       VALUE*    TECHNOLOGY*     PORTFOLIO     EQUITY PORTFOLIO
                                            ------------ ------------ ------------ ---------------- ----------------
                                                                                                                    
ASSETS:                                                                                                             
Investments in shares of the Portfolios,                                                                            
 at fair value............................. $13,571,359   $9,232,645   $9,451,312      $630,789         $766,446    
Receivable for shares of the Portfolios                                                                             
 sold......................................       1,123           --           --            --               --    
Receivable for policy-related transactions.          --        1,079        1,232           505            7,121    
                                            -----------   ----------   ----------      --------         --------    
   Total assets............................  13,572,482    9,233,724    9,452,544       631,294          773,567    
                                            -----------   ----------   ----------      --------         --------    

LIABILITIES:                                                                                                        
Payable for shares of the Portfolios                                                                                
 purchased.................................          --        1,079        1,232           480            7,121    
Payable for policy-related transactions....       1,123           --           --            --               --    
                                            -----------   ----------   ----------      --------         --------    
   Total liabilities.......................       1,123        1,079        1,232           480            7,121    
                                            -----------   ----------   ----------      --------         --------    
NET ASSETS................................. $13,571,359   $9,232,645   $9,451,312      $630,814         $766,446    
                                            ===========   ==========   ==========      ========         ========    

NET ASSETS:                                                                                                         
Accumulation unit values................... $13,571,083   $9,232,475   $9,451,196      $630,792         $766,404    
Retained by AXA Equitable in Separate                                                                               
 Account No. 70............................         276          170          116            22               42    
                                            -----------   ----------   ----------      --------         --------    
TOTAL NET ASSETS........................... $13,571,359   $9,232,645   $9,451,312      $630,814         $766,446    
                                            ===========   ==========   ==========      ========         ========    

Investments in shares of the Portfolios,                                                                            
 at cost................................... $14,945,923   $7,602,310   $7,810,131      $626,843         $777,242    
The Portfolios shares held                                                                                          
   Advisor Class...........................          --           --           --            --               --    
   Class B.................................   1,501,952      665,846      477,217            --               --    
   Class S Shares..........................          --           --           --        63,079           68,925    
                                                                [Download Table]


                                                    PIMCO         
                                            COMMODITYREALRETURN(R)
                                              STRATEGY PORTFOLIO  
                                            ----------------------
                                                                  
ASSETS:                                                           
Investments in shares of the Portfolios,                          
 at fair value.............................      $18,981,114      
Receivable for shares of the Portfolios                           
 sold......................................            4,537      
Receivable for policy-related transactions.               --      
                                                 -----------      
   Total assets............................       18,985,651      
                                                 -----------      

LIABILITIES:                                                      
Payable for shares of the Portfolios                              
 purchased.................................               --      
Payable for policy-related transactions....            4,537      
                                                 -----------      
   Total liabilities.......................            4,537      
                                                 -----------      
NET ASSETS.................................      $18,981,114      
                                                 ===========      

NET ASSETS:                                                       
Accumulation unit values...................      $18,954,279      
Retained by AXA Equitable in Separate                             
 Account No. 70............................           26,835      
                                                 -----------      
TOTAL NET ASSETS...........................      $18,981,114      
                                                 ===========      

Investments in shares of the Portfolios,                          
 at cost...................................      $26,678,042      
The Portfolios shares held                                        
   Advisor Class...........................        3,865,807      
   Class B.................................               --      
   Class S Shares..........................               --      

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                         PIMCO        PIMCO          PIMCO                                         
                                        EMERGING   GLOBAL BOND GLOBAL MULTI-ASSET    PIMCO       PIMCO             
                                      MARKETS BOND  PORTFOLIO  MANAGED ALLOCATION REAL RETURN TOTAL RETURN PROFUND 
                                       PORTFOLIO   (UNHEDGED)      PORTFOLIO       PORTFOLIO   PORTFOLIO   VP BEAR 
                                      ------------ ----------- ------------------ ----------- ------------ --------
                                                                                                                   
ASSETS:                                                                                                            
Investments in shares of the                                                                                       
 Portfolios, at fair value........... $19,599,276   $553,593        $108,837      $67,221,061 $132,248,998 $338,663
Receivable for shares of the                                                                                       
 Portfolios sold.....................          --         19               4               --           --       14
Receivable for policy-related                                                                                      
 transactions........................       7,470         --              --           39,350        2,806       --
                                      -----------   --------        --------      ----------- ------------ --------
   Total assets......................  19,606,746    553,612         108,841       67,260,411  132,251,804  338,677
                                      -----------   --------        --------      ----------- ------------ --------

LIABILITIES:                                                                                                       
Payable for shares of the Portfolios                                                                               
 purchased...........................       7,470         --              --           39,350        2,806       --
Payable for policy-related                                                                                         
 transactions........................          --         19               4               --           --       14
                                      -----------   --------        --------      ----------- ------------ --------
   Total liabilities.................       7,470         19               4           39,350        2,806       14
                                      -----------   --------        --------      ----------- ------------ --------
NET ASSETS........................... $19,599,276   $553,593        $108,837      $67,221,061 $132,248,998 $338,663
                                      ===========   ========        ========      =========== ============ ========

NET ASSETS:                                                                                                        
Accumulation unit values............. $19,571,021   $553,485        $108,790      $67,217,128 $132,247,279 $336,752
Retained by AXA Equitable in                                                                                       
 Separate Account No. 70.............      28,255        108              47            3,933        1,719    1,911
                                      -----------   --------        --------      ----------- ------------ --------
TOTAL NET ASSETS..................... $19,599,276   $553,593        $108,837      $67,221,061 $132,248,998 $338,663
                                      ===========   ========        ========      =========== ============ ========

Investments in shares of the                                                                                       
 Portfolios, at cost................. $21,872,231   $589,681        $111,107      $72,460,701 $133,527,172 $423,128
The Portfolios shares held                                                                                         
   Advisor Class.....................   1,544,466     46,326           9,374        5,247,546   11,807,946       --
   Common Shares.....................          --         --              --               --           --   34,735

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                 PUTNAM VT                 QS LEGG MASON                 
                                                                  ABSOLUTE      PUTNAM     DYNAMIC MULTI-                
                                                    PROFUND VP   RETURN 500 VT DIVERSIFIED  STRATEGY VIT  SEI VP BALANCED
                                                   BIOTECHNOLOGY    FUND     INCOME FUND     PORTFOLIO     STRATEGY FUND 
                                                   ------------- ---------- -------------- -------------- ---------------
                                                                                                                         
ASSETS:                                                                                                                  
Investments in shares of the Portfolios, at fair                                                                         
 value............................................  $40,205,661   $623,425    $2,010,452      $704,834      $2,275,870   
Receivable for shares of the Portfolios sold......           --      1,372            --            27              78   
Receivable for policy-related transactions........       80,511         --       204,031            --              --   
                                                    -----------   --------    ----------      --------      ----------   
   Total assets...................................   40,286,172    624,797     2,214,483       704,861       2,275,948   
                                                    -----------   --------    ----------      --------      ----------   

LIABILITIES:                                                                                                             
Payable for shares of the Portfolios purchased....       80,511         --       203,931            --              --   
Payable for policy-related transactions...........           --      1,372            --             2              78   
                                                    -----------   --------    ----------      --------      ----------   
   Total liabilities..............................       80,511      1,372       203,931             2              78   
                                                    -----------   --------    ----------      --------      ----------   
NET ASSETS........................................  $40,205,661   $623,425    $2,010,552      $704,859      $2,275,870   
                                                    ===========   ========    ==========      ========      ==========   

NET ASSETS:                                                                                                              
Accumulation unit values..........................  $40,204,644   $623,389    $2,010,524      $704,836      $2,274,853   
Retained by AXA Equitable in Separate Account                                                                            
 No. 70...........................................        1,017         36            28            23           1,017   
                                                    -----------   --------    ----------      --------      ----------   
TOTAL NET ASSETS..................................  $40,205,661   $623,425    $2,010,552      $704,859      $2,275,870   
                                                    ===========   ========    ==========      ========      ==========   

Investments in shares of the Portfolios, at cost..  $32,095,300   $613,170    $2,035,927      $709,006      $2,317,723   
The Portfolios shares held                                                                                               
   Class B........................................           --     58,428       286,798            --              --   
   Class II.......................................           --         --            --        53,969              --   
   Class III......................................           --         --            --            --         220,103   
   Common Shares..................................      581,595         --            --            --              --   
                                                                [Download Table]


                                                      SEI VP    
                                                   CONSERVATIVE 
                                                   STRATEGY FUND
                                                   -------------
                                                                
ASSETS:                                                         
Investments in shares of the Portfolios, at fair                
 value............................................  $5,088,822  
Receivable for shares of the Portfolios sold......         174  
Receivable for policy-related transactions........          --  
                                                    ----------  
   Total assets...................................   5,088,996  
                                                    ----------  

LIABILITIES:                                                    
Payable for shares of the Portfolios purchased....          --  
Payable for policy-related transactions...........         174  
                                                    ----------  
   Total liabilities..............................         174  
                                                    ----------  
NET ASSETS........................................  $5,088,822  
                                                    ==========  

NET ASSETS:                                                     
Accumulation unit values..........................  $5,088,797  
Retained by AXA Equitable in Separate Account                   
 No. 70...........................................          25  
                                                    ----------  
TOTAL NET ASSETS..................................  $5,088,822  
                                                    ==========  

Investments in shares of the Portfolios, at cost..  $5,116,823  
The Portfolios shares held                                      
   Class B........................................          --  
   Class II.......................................          --  
   Class III......................................     496,470  
   Common Shares..................................          --  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                                                    T. ROWE   
                                                             SEI VP        SEI VP        SEI VP     T. ROWE PRICE PRICE HEALTH
                                                          MARKET GROWTH  MARKET PLUS    MODERATE    EQUITY INCOME   SCIENCES  
                                                          STRATEGY FUND STRATEGY FUND STRATEGY FUND PORTFOLIO-II  PORTFOLIO-II
                                                          ------------- ------------- ------------- ------------- ------------
                                                                                                                              
ASSETS:                                                                                                                       
Investments in shares of the Portfolios, at fair value...  $4,910,821    $  992,216    $4,222,538    $1,783,247   $76,000,426 
Receivable for shares of the Portfolios sold.............         166         3,187           145            --            -- 
Receivable for policy-related transactions...............          --            --            --         7,486       104,606 
                                                           ----------    ----------    ----------    ----------   ----------- 
   Total assets..........................................   4,910,987       995,403     4,222,683     1,790,733    76,105,032 
                                                           ----------    ----------    ----------    ----------   ----------- 

LIABILITIES:                                                                                                                  
Payable for shares of the Portfolios purchased...........          --            --            --         7,386       104,606 
Payable for policy-related transactions..................         166         3,187           145            --            -- 
                                                           ----------    ----------    ----------    ----------   ----------- 
   Total liabilities.....................................         166         3,187           145         7,386       104,606 
                                                           ----------    ----------    ----------    ----------   ----------- 
NET ASSETS...............................................  $4,910,821    $  992,216    $4,222,538    $1,783,347   $76,000,426 
                                                           ==========    ==========    ==========    ==========   =========== 

NET ASSETS:                                                                                                                   
Accumulation unit values.................................  $4,910,739    $  992,169    $4,221,648    $1,783,340   $75,999,215 
Retained by AXA Equitable in Separate Account No. 70.....          82            47           890             7         1,211 
                                                           ----------    ----------    ----------    ----------   ----------- 
TOTAL NET ASSETS.........................................  $4,910,821    $  992,216    $4,222,538    $1,783,347   $76,000,426 
                                                           ==========    ==========    ==========    ==========   =========== 

Investments in shares of the Portfolios, at cost.........  $4,950,903    $1,001,462    $4,265,470    $1,742,594   $60,821,049 
The Portfolios shares held                                                                                                    
   Class 2...............................................          --            --            --            --            -- 
   Class II..............................................          --            --            --        59,561     2,096,563 
   Class III.............................................     471,741        93,605       407,975            --            -- 
                                                                [Download Table]

                                                           TEMPLETON 
                                                          DEVELOPING 
                                                          MARKETS VIP
                                                             FUND    
                                                          -----------
                                                                     
ASSETS:                                                              
Investments in shares of the Portfolios, at fair value... $8,209,524 
Receivable for shares of the Portfolios sold.............         -- 
Receivable for policy-related transactions...............     36,030 
                                                          ---------- 
   Total assets..........................................  8,245,554 
                                                          ---------- 

LIABILITIES:                                                         
Payable for shares of the Portfolios purchased...........     36,030 
Payable for policy-related transactions..................         -- 
                                                          ---------- 
   Total liabilities.....................................     36,030 
                                                          ---------- 
NET ASSETS............................................... $8,209,524 
                                                          ========== 

NET ASSETS:                                                          
Accumulation unit values................................. $8,172,632 
Retained by AXA Equitable in Separate Account No. 70.....     36,892 
                                                          ---------- 
TOTAL NET ASSETS......................................... $8,209,524 
                                                          ========== 

Investments in shares of the Portfolios, at cost......... $9,004,123 
The Portfolios shares held                                           
   Class 2...............................................    892,340 
   Class II..............................................         -- 
   Class III.............................................         -- 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]


                                                                    TEMPLETON   TEMPLETON   TEMPLETON  VAN ECK VIP
                                                                     FOREIGN   GLOBAL BOND   GROWTH    GLOBAL HARD
                                                                    VIP FUND    VIP FUND    VIP FUND   ASSETS FUND
                                                                    ---------- ------------ ---------- -----------
                                                                                                                  
ASSETS:                                                                                                           
Investments in shares of the Portfolios, at fair value............. $9,634,325 $133,765,752 $2,144,259 $29,751,122
Receivable for shares of the Portfolios sold.......................         --           --         82       4,338
Receivable for policy-related transactions.........................     29,254       62,299         --          --
                                                                    ---------- ------------ ---------- -----------
   Total assets....................................................  9,663,579  133,828,051  2,144,341  29,755,460
                                                                    ---------- ------------ ---------- -----------

LIABILITIES:                                                                                                      
Payable for shares of the Portfolios purchased.....................     29,254       62,299         --          --
Payable for policy-related transactions............................         --           --         82       4,338
                                                                    ---------- ------------ ---------- -----------
   Total liabilities...............................................     29,254       62,299         82       4,338
                                                                    ---------- ------------ ---------- -----------
NET ASSETS......................................................... $9,634,325 $133,765,752 $2,144,259 $29,751,122
                                                                    ========== ============ ========== ===========

NET ASSETS:                                                                                                       
Accumulation unit values........................................... $9,632,345 $133,760,713 $2,144,005 $29,728,204
Retained by AXA Equitable in Separate Account No. 70...............      1,980        5,039        254      22,918
                                                                    ---------- ------------ ---------- -----------
TOTAL NET ASSETS................................................... $9,634,325 $133,765,752 $2,144,259 $29,751,122
                                                                    ========== ============ ========== ===========

Investments in shares of the Portfolios, at cost................... $9,887,065 $138,938,056 $1,920,500 $36,716,483
The Portfolios shares held                                                                                        
   Class 2.........................................................    640,154    7,435,562    146,767          --
   Class S Shares..................................................         --           --         --   1,207,432
   Initial Class...................................................         --           --         --          --
                                                                [Download Table]

                                                                      VAN ECK VIP   
                                                                     UNCONSTRAINED  
                                                                    EMERGING MARKETS
                                                                       BOND FUND    
                                                                    ----------------
                                                                                    
ASSETS:                                                                             
Investments in shares of the Portfolios, at fair value.............     $320,417    
Receivable for shares of the Portfolios sold.......................           --    
Receivable for policy-related transactions.........................           50    
                                                                        --------    
   Total assets....................................................      320,467    
                                                                        --------    

LIABILITIES:                                                                        
Payable for shares of the Portfolios purchased.....................           --    
Payable for policy-related transactions............................           --    
                                                                        --------    
   Total liabilities...............................................           --    
                                                                        --------    
NET ASSETS.........................................................     $320,467    
                                                                        ========    

NET ASSETS:                                                                         
Accumulation unit values...........................................     $320,442    
Retained by AXA Equitable in Separate Account No. 70...............           25    
                                                                        --------    
TOTAL NET ASSETS...................................................     $320,467    
                                                                        ========    

Investments in shares of the Portfolios, at cost...................     $339,814    
The Portfolios shares held                                                          
   Class 2.........................................................           --    
   Class S Shares..................................................           --    
   Initial Class...................................................       34,343    

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

The following table provides units outstanding and unit values associated with  
the Variable Investment Options of the Account and is further categorized by    
share class and contract charges.                                               

                                                        [Enlarge/Download Table]

                                                                                                 UNITS   
                                                          CONTRACT                            OUTSTANDING
                                                          CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                                          -------- --------------- ---------- -----------
                                                                                                         
7TWELVE(TM) BALANCED PORTFOLIO...........................  1.20%    COMMON SHARES    $ 9.80        746   
7TWELVE(TM) BALANCED PORTFOLIO...........................  1.25%    COMMON SHARES    $ 9.80        752   
7TWELVE(TM) BALANCED PORTFOLIO...........................  1.30%    COMMON SHARES    $10.98      4,675   
7TWELVE(TM) BALANCED PORTFOLIO...........................  1.55%    COMMON SHARES    $ 9.97         22   
7TWELVE(TM) BALANCED PORTFOLIO...........................  1.55%    COMMON SHARES    $10.90        156   
7TWELVE(TM) BALANCED PORTFOLIO...........................  1.65%    COMMON SHARES    $10.87      1,038   
7TWELVE(TM) BALANCED PORTFOLIO...........................  1.70%    COMMON SHARES    $10.86        854   

ALL ASSET AGGRESSIVE-ALT 25..............................  1.20%          B          $10.18        110   
ALL ASSET AGGRESSIVE-ALT 25..............................  1.25%          B          $10.17         30   
ALL ASSET AGGRESSIVE-ALT 25..............................  1.30%          B          $11.23        350   
ALL ASSET AGGRESSIVE-ALT 25..............................  1.55%          B          $10.82         25   
ALL ASSET AGGRESSIVE-ALT 25..............................  1.65%          B          $11.15         26   
ALL ASSET AGGRESSIVE-ALT 25..............................  1.70%          B          $11.14         89   

ALL ASSET AGGRESSIVE-ALT 50..............................  1.20%          B          $ 9.97         11   
ALL ASSET AGGRESSIVE-ALT 50..............................  1.25%          B          $ 9.96         19   

ALL ASSET AGGRESSIVE-ALT 75..............................  1.20%          B          $ 9.72         34   
ALL ASSET AGGRESSIVE-ALT 75..............................  1.25%          B          $ 9.72         14   

ALL ASSET GROWTH-ALT 20..................................  1.30%          A          $13.91        628   
ALL ASSET GROWTH-ALT 20..................................  1.55%          A          $13.73         72   
ALL ASSET GROWTH-ALT 20..................................  1.65%          A          $13.66        150   
ALL ASSET GROWTH-ALT 20..................................  1.70%          A          $13.63         57   

ALL ASSET MODERATE GROWTH-ALT 15.........................  1.30%          B          $10.78        662   
ALL ASSET MODERATE GROWTH-ALT 15.........................  1.55%          B          $10.48          2   
ALL ASSET MODERATE GROWTH-ALT 15.........................  1.65%          B          $10.71         75   
ALL ASSET MODERATE GROWTH-ALT 15.........................  1.70%          B          $10.70         91   

ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO.  1.30%       CLASS B       $14.29        244   
ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO.  1.55%       CLASS B       $14.11         22   
ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO.  1.65%       CLASS B       $14.03         87   
ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO.  1.70%       CLASS B       $14.00          6   

ALLIANCEBERNSTEIN VPS GLOBAL THEMATIC GROWTH PORTFOLIO...  1.20%       CLASS B       $ 9.70          2   
ALLIANCEBERNSTEIN VPS GLOBAL THEMATIC GROWTH PORTFOLIO...  1.25%       CLASS B       $ 9.70         --   

ALLIANCEBERNSTEIN VPS GROWTH AND INCOME PORTFOLIO........  1.20%       CLASS B       $10.25         --   
ALLIANCEBERNSTEIN VPS GROWTH AND INCOME PORTFOLIO........  1.25%       CLASS B       $10.24         --   

ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO.....  0.65%       CLASS B       $10.30          1   
ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO.....  1.30%       CLASS B       $11.54        505   
ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO.....  1.55%       CLASS B       $11.39         56   
ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO.....  1.65%       CLASS B       $11.33        147   
ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO.....  1.70%       CLASS B       $11.30         50   

ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO...  1.20%       CLASS B       $10.74          5   
ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO...  1.25%       CLASS B       $10.74          4   

ALLIANCEBERNSTEIN VPS SMALL/MID CAP VALUE PORTFOLIO......  1.20%       CLASS B       $10.06          2   
ALLIANCEBERNSTEIN VPS SMALL/MID CAP VALUE PORTFOLIO......  1.25%       CLASS B       $10.06         13   

AMERICAN CENTURY VP INFLATION PROTECTION FUND............  1.20%      CLASS II       $ 9.92         81   
AMERICAN CENTURY VP INFLATION PROTECTION FUND............  1.25%      CLASS II       $ 9.91        137   

AMERICAN CENTURY VP LARGE COMPANY VALUE..................  1.30%      CLASS II       $18.19         81   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                                       UNITS   
                                                                CONTRACT                            OUTSTANDING
                                                                CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                                                -------- --------------- ---------- -----------
                                                                                                               
AMERICAN CENTURY VP LARGE COMPANY VALUE........................  1.55%      CLASS II       $17.96         20   
AMERICAN CENTURY VP LARGE COMPANY VALUE........................  1.65%      CLASS II       $17.87         39   
AMERICAN CENTURY VP LARGE COMPANY VALUE........................  1.70%      CLASS II       $17.82          3   

AMERICAN CENTURY VP MID CAP VALUE FUND.........................  0.65%      CLASS II       $17.99          3   
AMERICAN CENTURY VP MID CAP VALUE FUND.........................  1.20%      CLASS II       $11.76        249   
AMERICAN CENTURY VP MID CAP VALUE FUND.........................  1.25%      CLASS II       $11.76        188   
AMERICAN CENTURY VP MID CAP VALUE FUND.........................  1.30%      CLASS II       $20.38      1,354   
AMERICAN CENTURY VP MID CAP VALUE FUND.........................  1.55%      CLASS II       $20.11        115   
AMERICAN CENTURY VP MID CAP VALUE FUND.........................  1.65%      CLASS II       $20.01        397   
AMERICAN CENTURY VP MID CAP VALUE FUND.........................  1.70%      CLASS II       $19.96        238   

AMERICAN FUNDS INSURANCE SERIES(R) ASSET ALLOCATION FUND/SM/...  1.20%       CLASS 4       $10.67        400   
AMERICAN FUNDS INSURANCE SERIES(R) ASSET ALLOCATION FUND/SM/...  1.25%       CLASS 4       $10.67        318   

AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/...............  0.65%       CLASS 4       $10.10          1   
AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/...............  1.30%       CLASS 4       $10.07        627   
AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/...............  1.55%       CLASS 4       $ 9.95         24   
AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/...............  1.65%       CLASS 4       $10.01        191   
AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/...............  1.70%       CLASS 4       $10.00        186   

AMERICAN FUNDS INSURANCE SERIES(R) GLOBAL GROWTH FUND/SM/......  1.20%       CLASS 4       $10.57         52   
AMERICAN FUNDS INSURANCE SERIES(R) GLOBAL GROWTH FUND/SM/......  1.25%       CLASS 4       $10.57         77   

AMERICAN FUNDS INSURANCE SERIES(R) GLOBAL SMALL CAPITALIZATION                                                 
 FUND/SM/......................................................  1.20%       CLASS 4       $10.37         55   
AMERICAN FUNDS INSURANCE SERIES(R) GLOBAL SMALL CAPITALIZATION                                                 
 FUND/SM/......................................................  1.25%       CLASS 4       $10.37         57   
AMERICAN FUNDS INSURANCE SERIES(R) GLOBAL SMALL CAPITALIZATION                                                 
 FUND/SM/......................................................  1.30%       CLASS 4       $11.75        326   
AMERICAN FUNDS INSURANCE SERIES(R) GLOBAL SMALL CAPITALIZATION                                                 
 FUND/SM/......................................................  1.55%       CLASS 4       $11.18         19   
AMERICAN FUNDS INSURANCE SERIES(R) GLOBAL SMALL CAPITALIZATION                                                 
 FUND/SM/......................................................  1.65%       CLASS 4       $11.67         56   
AMERICAN FUNDS INSURANCE SERIES(R) GLOBAL SMALL CAPITALIZATION                                                 
 FUND/SM/......................................................  1.70%       CLASS 4       $11.66         91   

AMERICAN FUNDS INSURANCE SERIES(R) GROWTH-INCOME FUND/SM/......  1.20%       CLASS 4       $11.42         45   
AMERICAN FUNDS INSURANCE SERIES(R) GROWTH-INCOME FUND/SM/......  1.25%       CLASS 4       $11.42         91   

AMERICAN FUNDS INSURANCE SERIES(R) INTERNATIONAL GROWTH AND                                                    
 INCOME FUND/SM/...............................................  1.20%       CLASS 4       $ 9.68         78   
AMERICAN FUNDS INSURANCE SERIES(R) INTERNATIONAL GROWTH AND                                                    
 INCOME FUND/SM/...............................................  1.25%       CLASS 4       $ 9.68         94   

AMERICAN FUNDS INSURANCE SERIES(R) MANAGED RISK ASSET                                                          
 ALLOCATION FUND/SM/...........................................  1.30%      CLASS P-2      $11.61        348   
AMERICAN FUNDS INSURANCE SERIES(R) MANAGED RISK ASSET                                                          
 ALLOCATION FUND/SM/...........................................  1.65%      CLASS P-2      $11.53         64   
AMERICAN FUNDS INSURANCE SERIES(R) MANAGED RISK ASSET                                                          
 ALLOCATION FUND/SM/...........................................  1.70%      CLASS P-2      $11.52         77   

AMERICAN FUNDS INSURANCE SERIES(R) NEW WORLD FUND(R)...........  1.20%       CLASS 4       $ 9.17        158   
AMERICAN FUNDS INSURANCE SERIES(R) NEW WORLD FUND(R)...........  1.25%       CLASS 4       $ 9.17        196   
AMERICAN FUNDS INSURANCE SERIES(R) NEW WORLD FUND(R)...........  1.30%       CLASS 4       $ 9.82        960   
AMERICAN FUNDS INSURANCE SERIES(R) NEW WORLD FUND(R)...........  1.55%       CLASS 4       $ 9.57         23   
AMERICAN FUNDS INSURANCE SERIES(R) NEW WORLD FUND(R)...........  1.65%       CLASS 4       $ 9.76        307   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                             UNITS   
                                                      CONTRACT                            OUTSTANDING
                                                      CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                                      -------- --------------- ---------- -----------
                                                                                                     
AMERICAN FUNDS INSURANCE SERIES(R) NEW WORLD FUND(R).  1.70%       CLASS 4       $ 9.75        425   

AXA 400 MANAGED VOLATILITY...........................  0.65%          B          $15.82          2   
AXA 400 MANAGED VOLATILITY...........................  1.30%          B          $12.77        118   
AXA 400 MANAGED VOLATILITY...........................  1.30%          B          $18.43      2,183   
AXA 400 MANAGED VOLATILITY...........................  1.55%          B          $18.19        833   
AXA 400 MANAGED VOLATILITY...........................  1.65%          B          $12.68         37   
AXA 400 MANAGED VOLATILITY...........................  1.65%          B          $18.10      1,034   
AXA 400 MANAGED VOLATILITY...........................  1.70%          B          $12.67         38   
AXA 400 MANAGED VOLATILITY...........................  1.70%          B          $18.05         60   

AXA 500 MANAGED VOLATILITY...........................  0.65%          B          $16.36          6   
AXA 500 MANAGED VOLATILITY...........................  1.30%          B          $13.46        149   
AXA 500 MANAGED VOLATILITY...........................  1.30%          B          $17.53      5,463   
AXA 500 MANAGED VOLATILITY...........................  1.55%          B          $17.30      1,981   
AXA 500 MANAGED VOLATILITY...........................  1.65%          B          $13.38         58   
AXA 500 MANAGED VOLATILITY...........................  1.65%          B          $17.21      2,822   
AXA 500 MANAGED VOLATILITY...........................  1.70%          B          $13.36         48   
AXA 500 MANAGED VOLATILITY...........................  1.70%          B          $17.17        179   

AXA 2000 MANAGED VOLATILITY..........................  0.65%          B          $15.36          2   
AXA 2000 MANAGED VOLATILITY..........................  1.30%          B          $12.83        102   
AXA 2000 MANAGED VOLATILITY..........................  1.30%          B          $18.34      2,382   
AXA 2000 MANAGED VOLATILITY..........................  1.55%          B          $18.10        907   
AXA 2000 MANAGED VOLATILITY..........................  1.65%          B          $12.74         34   
AXA 2000 MANAGED VOLATILITY..........................  1.65%          B          $18.01      1,091   
AXA 2000 MANAGED VOLATILITY..........................  1.70%          B          $12.73         30   
AXA 2000 MANAGED VOLATILITY..........................  1.70%          B          $17.96         69   

AXA AGGRESSIVE ALLOCATION............................  1.30%          A          $15.23        835   
AXA AGGRESSIVE ALLOCATION............................  1.55%          A          $15.03        255   
AXA AGGRESSIVE ALLOCATION............................  1.65%          A          $14.96        241   
AXA AGGRESSIVE ALLOCATION............................  1.70%          A          $14.92         17   
AXA AGGRESSIVE ALLOCATION............................  1.20%          B          $10.66         57   
AXA AGGRESSIVE ALLOCATION............................  1.25%          B          $10.65         37   

AXA AGGRESSIVE STRATEGY..............................  1.30%          B          $13.39     78,119   
AXA AGGRESSIVE STRATEGY..............................  1.55%          B          $13.30      2,300   
AXA AGGRESSIVE STRATEGY..............................  1.65%          B          $13.26     13,125   
AXA AGGRESSIVE STRATEGY..............................  1.70%          B          $13.24     25,298   

AXA BALANCED STRATEGY................................  0.65%          B          $12.29         --   
AXA BALANCED STRATEGY................................  1.30%          B          $13.08     91,852   
AXA BALANCED STRATEGY................................  1.30%          B          $14.61     20,568   
AXA BALANCED STRATEGY................................  1.55%          B          $12.91      9,199   
AXA BALANCED STRATEGY................................  1.55%          B          $14.40      2,659   
AXA BALANCED STRATEGY................................  1.65%          B          $12.84     22,803   
AXA BALANCED STRATEGY................................  1.65%          B          $14.32      5,594   
AXA BALANCED STRATEGY................................  1.70%          B          $12.81     14,966   
AXA BALANCED STRATEGY................................  1.70%          B          $14.28        890   

AXA CONSERVATIVE GROWTH STRATEGY.....................  0.65%          B          $11.79          7   
AXA CONSERVATIVE GROWTH STRATEGY.....................  1.30%          B          $12.47     48,006   
AXA CONSERVATIVE GROWTH STRATEGY.....................  1.30%          B          $13.82      8,046   
AXA CONSERVATIVE GROWTH STRATEGY.....................  1.55%          B          $12.31      5,781   
AXA CONSERVATIVE GROWTH STRATEGY.....................  1.55%          B          $13.62      1,378   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                   UNITS   
                                            CONTRACT                            OUTSTANDING
                                            CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                            -------- --------------- ---------- -----------
                                                                                           
AXA CONSERVATIVE GROWTH STRATEGY...........  1.65%          B          $12.25     11,360   
AXA CONSERVATIVE GROWTH STRATEGY...........  1.65%          B          $13.55      2,331   
AXA CONSERVATIVE GROWTH STRATEGY...........  1.70%          B          $12.21      6,059   
AXA CONSERVATIVE GROWTH STRATEGY...........  1.70%          B          $13.51        503   

AXA CONSERVATIVE STRATEGY..................  0.65%          B          $10.83         --   
AXA CONSERVATIVE STRATEGY..................  1.30%          B          $11.31     29,801   
AXA CONSERVATIVE STRATEGY..................  1.30%          B          $12.06      5,505   
AXA CONSERVATIVE STRATEGY..................  1.55%          B          $11.16      4,049   
AXA CONSERVATIVE STRATEGY..................  1.55%          B          $11.89        807   
AXA CONSERVATIVE STRATEGY..................  1.65%          B          $11.10      6,967   
AXA CONSERVATIVE STRATEGY..................  1.65%          B          $11.82      1,661   
AXA CONSERVATIVE STRATEGY..................  1.70%          B          $11.07      3,631   
AXA CONSERVATIVE STRATEGY..................  1.70%          B          $11.79        359   

AXA GLOBAL EQUITY MANAGED VOLATILITY.......  1.30%          A          $13.39        377   
AXA GLOBAL EQUITY MANAGED VOLATILITY.......  1.55%          A          $13.21         47   
AXA GLOBAL EQUITY MANAGED VOLATILITY.......  1.65%          A          $13.14        111   
AXA GLOBAL EQUITY MANAGED VOLATILITY.......  1.70%          A          $13.11         27   
AXA GLOBAL EQUITY MANAGED VOLATILITY.......  1.30%          B          $28.40        128   
AXA GLOBAL EQUITY MANAGED VOLATILITY.......  1.55%          B          $20.76         94   
AXA GLOBAL EQUITY MANAGED VOLATILITY.......  1.65%          B          $27.37         51   
AXA GLOBAL EQUITY MANAGED VOLATILITY.......  1.70%          B          $20.22         21   

AXA GROWTH STRATEGY........................  0.65%          B          $13.34          5   
AXA GROWTH STRATEGY........................  1.30%          B          $14.35     91,406   
AXA GROWTH STRATEGY........................  1.30%          B          $16.61     19,691   
AXA GROWTH STRATEGY........................  1.55%          B          $14.16      3,580   
AXA GROWTH STRATEGY........................  1.55%          B          $16.37      2,249   
AXA GROWTH STRATEGY........................  1.65%          B          $14.09     15,228   
AXA GROWTH STRATEGY........................  1.65%          B          $16.28      8,845   
AXA GROWTH STRATEGY........................  1.70%          B          $14.05     22,820   
AXA GROWTH STRATEGY........................  1.70%          B          $16.23      2,009   

AXA INTERNATIONAL CORE MANAGED VOLATILITY..  1.30%          A          $11.02        263   
AXA INTERNATIONAL CORE MANAGED VOLATILITY..  1.55%          A          $10.88         16   
AXA INTERNATIONAL CORE MANAGED VOLATILITY..  1.65%          A          $10.82         80   
AXA INTERNATIONAL CORE MANAGED VOLATILITY..  1.70%          A          $10.79         29   
AXA INTERNATIONAL CORE MANAGED VOLATILITY..  1.30%          B          $15.33        243   
AXA INTERNATIONAL CORE MANAGED VOLATILITY..  1.55%          B          $12.62        122   
AXA INTERNATIONAL CORE MANAGED VOLATILITY..  1.65%          B          $14.76        137   
AXA INTERNATIONAL CORE MANAGED VOLATILITY..  1.70%          B          $12.32         43   

AXA INTERNATIONAL MANAGED VOLATILITY.......  0.65%          B          $10.59          2   
AXA INTERNATIONAL MANAGED VOLATILITY.......  1.30%          B          $10.70         80   
AXA INTERNATIONAL MANAGED VOLATILITY.......  1.30%          B          $10.87      5,585   
AXA INTERNATIONAL MANAGED VOLATILITY.......  1.55%          B          $10.73      2,311   
AXA INTERNATIONAL MANAGED VOLATILITY.......  1.65%          B          $10.63        125   
AXA INTERNATIONAL MANAGED VOLATILITY.......  1.65%          B          $10.68      2,746   
AXA INTERNATIONAL MANAGED VOLATILITY.......  1.70%          B          $10.62         97   
AXA INTERNATIONAL MANAGED VOLATILITY.......  1.70%          B          $10.65        148   

AXA INTERNATIONAL VALUE MANAGED VOLATILITY.  1.30%          A          $10.81        247   
AXA INTERNATIONAL VALUE MANAGED VOLATILITY.  1.55%          A          $10.67         42   
AXA INTERNATIONAL VALUE MANAGED VOLATILITY.  1.65%          A          $10.62         77   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                   UNITS   
                                            CONTRACT                            OUTSTANDING
                                            CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                            -------- --------------- ---------- -----------
                                                                                           
AXA INTERNATIONAL VALUE MANAGED VOLATILITY.  1.70%          A          $10.59           9  

AXA LARGE CAP CORE MANAGED VOLATILITY......  1.30%          B          $18.72         183  
AXA LARGE CAP CORE MANAGED VOLATILITY......  1.55%          B          $13.95         143  
AXA LARGE CAP CORE MANAGED VOLATILITY......  1.65%          B          $18.03         105  
AXA LARGE CAP CORE MANAGED VOLATILITY......  1.70%          B          $13.62          33  

AXA LARGE CAP GROWTH MANAGED VOLATILITY....  1.30%          A          $18.21         185  
AXA LARGE CAP GROWTH MANAGED VOLATILITY....  1.55%          A          $17.98          10  
AXA LARGE CAP GROWTH MANAGED VOLATILITY....  1.65%          A          $17.88          61  
AXA LARGE CAP GROWTH MANAGED VOLATILITY....  1.70%          A          $17.84          33  
AXA LARGE CAP GROWTH MANAGED VOLATILITY....  1.30%          B          $21.26         267  
AXA LARGE CAP GROWTH MANAGED VOLATILITY....  1.55%          B          $23.72         202  
AXA LARGE CAP GROWTH MANAGED VOLATILITY....  1.65%          B          $20.49         173  
AXA LARGE CAP GROWTH MANAGED VOLATILITY....  1.70%          B          $23.09          78  

AXA LARGE CAP VALUE MANAGED VOLATILITY.....  1.30%          A          $17.75         240  
AXA LARGE CAP VALUE MANAGED VOLATILITY.....  1.55%          A          $17.52          32  
AXA LARGE CAP VALUE MANAGED VOLATILITY.....  1.65%          A          $17.43          53  
AXA LARGE CAP VALUE MANAGED VOLATILITY.....  1.70%          A          $17.39          24  
AXA LARGE CAP VALUE MANAGED VOLATILITY.....  1.30%          B          $16.47         326  
AXA LARGE CAP VALUE MANAGED VOLATILITY.....  1.55%          B          $18.67         116  
AXA LARGE CAP VALUE MANAGED VOLATILITY.....  1.65%          B          $15.87         296  
AXA LARGE CAP VALUE MANAGED VOLATILITY.....  1.70%          B          $18.19          67  

AXA MID CAP VALUE MANAGED VOLATILITY.......  1.30%          A          $19.19         100  
AXA MID CAP VALUE MANAGED VOLATILITY.......  1.55%          A          $18.94          15  
AXA MID CAP VALUE MANAGED VOLATILITY.......  1.65%          A          $18.84          42  
AXA MID CAP VALUE MANAGED VOLATILITY.......  1.70%          A          $18.79          15  
AXA MID CAP VALUE MANAGED VOLATILITY.......  1.30%          B          $22.08         142  
AXA MID CAP VALUE MANAGED VOLATILITY.......  1.55%          B          $23.82          52  
AXA MID CAP VALUE MANAGED VOLATILITY.......  1.65%          B          $21.29         103  
AXA MID CAP VALUE MANAGED VOLATILITY.......  1.70%          B          $23.19          25  

AXA MODERATE ALLOCATION....................  1.30%          A          $12.93       4,693  
AXA MODERATE ALLOCATION....................  1.55%          A          $12.76         469  
AXA MODERATE ALLOCATION....................  1.65%          A          $12.70         758  
AXA MODERATE ALLOCATION....................  1.70%          A          $12.66         480  
AXA MODERATE ALLOCATION....................  1.20%          B          $10.30         103  
AXA MODERATE ALLOCATION....................  1.25%          B          $10.30         540  

AXA MODERATE GROWTH STRATEGY...............  0.65%          B          $12.81          15  
AXA MODERATE GROWTH STRATEGY...............  1.30%          B          $13.71     202,854  
AXA MODERATE GROWTH STRATEGY...............  1.30%          B          $15.87      24,682  
AXA MODERATE GROWTH STRATEGY...............  1.55%          B          $13.53      31,930  
AXA MODERATE GROWTH STRATEGY...............  1.55%          B          $15.65       3,742  
AXA MODERATE GROWTH STRATEGY...............  1.65%          B          $13.46      58,408  
AXA MODERATE GROWTH STRATEGY...............  1.65%          B          $15.56       8,617  
AXA MODERATE GROWTH STRATEGY...............  1.70%          B          $13.42      25,325  
AXA MODERATE GROWTH STRATEGY...............  1.70%          B          $15.51       2,048  

AXA MODERATE-PLUS ALLOCATION...............  1.30%          A          $14.06       2,195  
AXA MODERATE-PLUS ALLOCATION...............  1.55%          A          $13.88         331  
AXA MODERATE-PLUS ALLOCATION...............  1.65%          A          $13.81         336  
AXA MODERATE-PLUS ALLOCATION...............  1.70%          A          $13.77          80  
AXA MODERATE-PLUS ALLOCATION...............  1.20%          B          $10.47         154  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                             UNITS   
                                                      CONTRACT                            OUTSTANDING
                                                      CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                                      -------- --------------- ---------- -----------
                                                                                                     
AXA MODERATE-PLUS ALLOCATION.........................  1.25%          B          $10.46       440    

AXA SMARTBETA EQUITY.................................  1.20%          B          $10.86        18    
AXA SMARTBETA EQUITY.................................  1.25%          B          $10.85        12    

AXA ULTRA CONSERVATIVE STRATEGY......................  1.30%          B          $10.23       155    
AXA ULTRA CONSERVATIVE STRATEGY......................  1.55%          B          $10.14         7    
AXA ULTRA CONSERVATIVE STRATEGY......................  1.65%          B          $10.11        33    
AXA ULTRA CONSERVATIVE STRATEGY......................  1.70%          B          $10.09        61    

AXA/FRANKLIN BALANCED MANAGED VOLATILITY.............  1.30%          A          $14.60       191    
AXA/FRANKLIN BALANCED MANAGED VOLATILITY.............  1.55%          A          $14.41        23    
AXA/FRANKLIN BALANCED MANAGED VOLATILITY.............  1.65%          A          $14.34        43    
AXA/FRANKLIN BALANCED MANAGED VOLATILITY.............  1.70%          A          $14.30        11    
AXA/FRANKLIN BALANCED MANAGED VOLATILITY.............  1.30%          B          $12.87       220    
AXA/FRANKLIN BALANCED MANAGED VOLATILITY.............  1.55%          B          $12.60        76    
AXA/FRANKLIN BALANCED MANAGED VOLATILITY.............  1.65%          B          $12.49       137    
AXA/FRANKLIN BALANCED MANAGED VOLATILITY.............  1.70%          B          $12.44        12    

AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY......  1.30%          A          $18.24       109    
AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY......  1.55%          A          $18.00        19    
AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY......  1.65%          A          $17.91        40    
AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY......  1.70%          A          $17.86         3    
AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY......  1.30%          B          $13.94       218    
AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY......  1.55%          B          $13.64        70    
AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY......  1.65%          B          $13.53       256    
AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY......  1.70%          B          $13.47        59    

AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY.  1.30%          A          $15.16       242    
AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY.  1.55%          A          $14.96        21    
AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY.  1.65%          A          $14.88       107    
AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY.  1.70%          A          $14.84        61    
AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY.  1.30%          B          $11.08       261    
AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY.  1.55%          B          $10.87        89    
AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY.  1.65%          B          $10.79       137    
AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY.  1.70%          B          $10.74        17    

AXA/LOOMIS SAYLES GROWTH.............................  1.30%          A          $16.63       561    
AXA/LOOMIS SAYLES GROWTH.............................  1.55%          A          $16.42        72    
AXA/LOOMIS SAYLES GROWTH.............................  1.65%          A          $16.33       141    
AXA/LOOMIS SAYLES GROWTH.............................  1.70%          A          $16.29        59    
AXA/LOOMIS SAYLES GROWTH.............................  1.20%          B          $11.16        11    
AXA/LOOMIS SAYLES GROWTH.............................  1.25%          B          $11.16        36    
AXA/LOOMIS SAYLES GROWTH.............................  1.30%          B          $15.90        56    
AXA/LOOMIS SAYLES GROWTH.............................  1.55%          B          $15.76        33    
AXA/LOOMIS SAYLES GROWTH.............................  1.65%          B          $15.71        42    
AXA/LOOMIS SAYLES GROWTH.............................  1.70%          B          $15.69         1    

AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY.......  1.30%          A          $16.70        41    
AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY.......  1.55%          A          $16.48         7    
AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY.......  1.65%          A          $16.39        26    
AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY.......  1.70%          A          $16.35         2    
AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY.......  1.30%          B          $13.15        98    
AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY.......  1.55%          B          $12.88        13    
AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY.......  1.65%          B          $12.77        73    
AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY.......  1.70%          B          $12.72        17    

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                       UNITS   
                                                CONTRACT                            OUTSTANDING
                                                CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                                -------- --------------- ---------- -----------
                                                                                               

AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY.  1.30%          A          $14.52        143   
AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY.  1.55%          A          $14.34         40   
AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY.  1.65%          A          $14.26         79   
AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY.  1.70%          A          $14.22          1   
AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY.  0.30%          B          $10.37         --   
AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY.  1.20%          B          $10.26         32   
AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY.  1.25%          B          $10.26         63   
AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY.  1.30%          B          $11.54        307   
AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY.  1.55%          B          $11.30        349   
AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY.  1.65%          B          $11.21        454   
AXA/TEMPLETON GLOBAL EQUITY MANAGED VOLATILITY.  1.70%          B          $11.16         27   

BLACKROCK GLOBAL ALLOCATION V.I. FUND..........  0.30%      CLASS III      $10.39          1   
BLACKROCK GLOBAL ALLOCATION V.I. FUND..........  0.65%      CLASS III      $12.09         --   
BLACKROCK GLOBAL ALLOCATION V.I. FUND..........  1.20%      CLASS III      $10.28        503   
BLACKROCK GLOBAL ALLOCATION V.I. FUND..........  1.25%      CLASS III      $10.27        527   
BLACKROCK GLOBAL ALLOCATION V.I. FUND..........  1.30%      CLASS III      $12.87      3,721   
BLACKROCK GLOBAL ALLOCATION V.I. FUND..........  1.55%      CLASS III      $12.71        240   
BLACKROCK GLOBAL ALLOCATION V.I. FUND..........  1.65%      CLASS III      $12.64      1,100   
BLACKROCK GLOBAL ALLOCATION V.I. FUND..........  1.70%      CLASS III      $12.61        604   

BLACKROCK GLOBAL OPPORTUNITIES V.I. FUND.......  0.30%      CLASS III      $ 9.98         11   
BLACKROCK GLOBAL OPPORTUNITIES V.I. FUND.......  1.20%      CLASS III      $ 9.87         47   
BLACKROCK GLOBAL OPPORTUNITIES V.I. FUND.......  1.25%      CLASS III      $ 9.86         86   

BLACKROCK LARGE CAP GROWTH V.I. FUND...........  0.65%      CLASS III      $18.10         --   
BLACKROCK LARGE CAP GROWTH V.I. FUND...........  1.30%      CLASS III      $19.80        900   
BLACKROCK LARGE CAP GROWTH V.I. FUND...........  1.55%      CLASS III      $19.54         86   
BLACKROCK LARGE CAP GROWTH V.I. FUND...........  1.65%      CLASS III      $19.44        157   
BLACKROCK LARGE CAP GROWTH V.I. FUND...........  1.70%      CLASS III      $19.39        121   

CHARTER/SM/ AGGRESSIVE GROWTH..................  1.20%          B          $10.16        211   
CHARTER/SM/ AGGRESSIVE GROWTH..................  1.25%          B          $10.15         91   

CHARTER/SM/ ALTERNATIVE 100 CONSERVATIVE PLUS..  1.20%          B          $ 9.93         67   
CHARTER/SM/ ALTERNATIVE 100 CONSERVATIVE PLUS..  1.25%          B          $ 9.92        122   

CHARTER/SM/ ALTERNATIVE 100 GROWTH.............  1.20%          B          $ 9.50        104   
CHARTER/SM/ ALTERNATIVE 100 GROWTH.............  1.25%          B          $ 9.49         89   

CHARTER/SM/ ALTERNATIVE 100 MODERATE...........  1.20%          B          $ 9.75        140   
CHARTER/SM/ ALTERNATIVE 100 MODERATE...........  1.25%          B          $ 9.74        248   

CHARTER/SM/ CONSERVATIVE.......................  1.20%          B          $10.08        344   
CHARTER/SM/ CONSERVATIVE.......................  1.25%          B          $10.07        601   

CHARTER/SM/ EQUITY.............................  1.20%          B          $10.45         34   
CHARTER/SM/ EQUITY.............................  1.25%          B          $10.44         76   

CHARTER/SM/ FIXED INCOME.......................  1.20%          B          $ 9.98         14   
CHARTER/SM/ FIXED INCOME.......................  1.25%          B          $ 9.97         98   

CHARTER/SM/ GROWTH.............................  1.20%          B          $10.17        572   
CHARTER/SM/ GROWTH.............................  1.25%          B          $10.16        432   

CHARTER/SM/ INCOME STRATEGIES..................  1.20%          B          $10.30        110   
CHARTER/SM/ INCOME STRATEGIES..................  1.25%          B          $10.29        132   

CHARTER/SM/ INTEREST RATE STRATEGIES...........  1.20%          B          $10.11        116   
CHARTER/SM/ INTEREST RATE STRATEGIES...........  1.25%          B          $10.10        328   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                               UNITS   
                                                        CONTRACT                            OUTSTANDING
                                                        CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                                        -------- --------------- ---------- -----------
                                                                                                       

CHARTER/SM/ INTERNATIONAL CONSERVATIVE.................  1.20%          B          $ 9.72         8    
CHARTER/SM/ INTERNATIONAL CONSERVATIVE.................  1.25%          B          $ 9.71        37    

CHARTER/SM/ INTERNATIONAL GROWTH.......................  1.20%          B          $ 9.82        40    
CHARTER/SM/ INTERNATIONAL GROWTH.......................  1.25%          B          $ 9.82        19    

CHARTER/SM/ INTERNATIONAL MODERATE.....................  1.20%          B          $ 9.75        50    
CHARTER/SM/ INTERNATIONAL MODERATE.....................  1.25%          B          $ 9.74        34    

CHARTER/SM/ MODERATE...................................  1.20%          B          $10.12       444    
CHARTER/SM/ MODERATE...................................  1.25%          B          $10.11       903    

CHARTER/SM/ MODERATE GROWTH............................  1.20%          B          $10.18       429    
CHARTER/SM/ MODERATE GROWTH............................  1.25%          B          $10.17       421    

CHARTER/SM/ MULTI-SECTOR BOND..........................  1.30%          B          $11.60       127    
CHARTER/SM/ MULTI-SECTOR BOND..........................  1.55%          B          $28.52        12    
CHARTER/SM/ MULTI-SECTOR BOND..........................  1.65%          B          $11.25        63    
CHARTER/SM/ MULTI-SECTOR BOND..........................  1.70%          B          $27.33         7    

CHARTER/SM/ REAL ASSETS................................  1.20%          B          $ 9.58        74    
CHARTER/SM/ REAL ASSETS................................  1.25%          B          $ 9.58        17    

CHARTER/SM/ SMALL CAP GROWTH...........................  0.30%          B          $10.27         9    
CHARTER/SM/ SMALL CAP GROWTH...........................  1.20%          B          $10.16        16    
CHARTER/SM/ SMALL CAP GROWTH...........................  1.25%          B          $10.16        21    
CHARTER/SM/ SMALL CAP GROWTH...........................  1.30%          B          $ 6.38       421    
CHARTER/SM/ SMALL CAP GROWTH...........................  1.55%          B          $10.63       186    
CHARTER/SM/ SMALL CAP GROWTH...........................  1.65%          B          $10.46       208    
CHARTER/SM/ SMALL CAP GROWTH...........................  1.70%          B          $10.38        31    

CHARTER/SM/ SMALL CAP VALUE............................  1.20%          B          $ 9.81        17    
CHARTER/SM/ SMALL CAP VALUE............................  1.25%          B          $ 9.80       124    
CHARTER/SM/ SMALL CAP VALUE............................  1.30%          B          $17.06       242    
CHARTER/SM/ SMALL CAP VALUE............................  1.55%          B          $21.62       117    
CHARTER/SM/ SMALL CAP VALUE............................  1.65%          B          $16.44       179    
CHARTER/SM/ SMALL CAP VALUE............................  1.70%          B          $21.07        52    

CLEARBRIDGE VARIABLE AGGRESSIVE GROWTH PORTFOLIO.......  1.20%      CLASS II       $10.64       185    
CLEARBRIDGE VARIABLE AGGRESSIVE GROWTH PORTFOLIO.......  1.25%      CLASS II       $10.63        85    
CLEARBRIDGE VARIABLE AGGRESSIVE GROWTH PORTFOLIO.......  1.30%      CLASS II       $10.63       641    
CLEARBRIDGE VARIABLE AGGRESSIVE GROWTH PORTFOLIO.......  1.65%      CLASS II       $10.61        27    
CLEARBRIDGE VARIABLE AGGRESSIVE GROWTH PORTFOLIO.......  1.70%      CLASS II       $10.61       134    

CLEARBRIDGE VARIABLE EQUITY INCOME PORTFOLIO...........  1.20%      CLASS II       $10.59        51    
CLEARBRIDGE VARIABLE EQUITY INCOME PORTFOLIO...........  1.25%      CLASS II       $10.59        47    
CLEARBRIDGE VARIABLE EQUITY INCOME PORTFOLIO...........  1.30%      CLASS II       $10.59       160    
CLEARBRIDGE VARIABLE EQUITY INCOME PORTFOLIO...........  1.65%      CLASS II       $10.57         2    
CLEARBRIDGE VARIABLE EQUITY INCOME PORTFOLIO...........  1.70%      CLASS II       $10.56        26    

DELAWARE VIP(R) DIVERSIFIED INCOME SERIES..............  1.20%    SERVICE CLASS    $10.31       292    
DELAWARE VIP(R) DIVERSIFIED INCOME SERIES..............  1.25%    SERVICE CLASS    $10.31       296    

DELAWARE VIP(R) EMERGING MARKETS SERIES................  1.20%    SERVICE CLASS    $ 8.88        32    
DELAWARE VIP(R) EMERGING MARKETS SERIES................  1.25%    SERVICE CLASS    $ 8.88        28    

DELAWARE VIP(R) LIMITED-TERM DIVERSIFIED INCOME SERIES.  1.20%    SERVICE CLASS    $10.02        44    
DELAWARE VIP(R) LIMITED-TERM DIVERSIFIED INCOME SERIES.  1.25%    SERVICE CLASS    $10.01       385    

EATON VANCE VT FLOATING-RATE INCOME FUND...............  1.20%    INITIAL CLASS    $10.00       184    
EATON VANCE VT FLOATING-RATE INCOME FUND...............  1.25%    INITIAL CLASS    $ 9.99       382    

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                            UNITS   
                                                     CONTRACT                            OUTSTANDING
                                                     CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                                     -------- --------------- ---------- -----------
                                                                                                    

EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES......  0.65%          B          $12.30          --  
EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES......  1.20%          B          $10.53         214  
EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES......  1.25%          B          $10.52         155  
EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES......  1.30%          B          $11.45       2,698  
EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES......  1.30%          B          $12.00     103,758  
EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES......  1.55%          B          $11.88       9,160  
EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES......  1.65%          B          $11.37         480  
EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES......  1.65%          B          $11.83      29,589  
EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES......  1.70%          B          $11.36         714  
EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES......  1.70%          B          $11.81      23,726  

EQ/ALLIANCEBERNSTEIN SHORT DURATION GOVERNMENT BOND.  1.20%          B          $ 9.80          11  
EQ/ALLIANCEBERNSTEIN SHORT DURATION GOVERNMENT BOND.  1.25%          B          $ 9.79          46  

EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH...............  0.65%          A          $17.29           1  
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH...............  1.30%          A          $22.11         739  
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH...............  1.55%          A          $21.83          82  
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH...............  1.65%          A          $21.71         203  
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH...............  1.70%          A          $21.66         162  
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH...............  1.20%          B          $10.58          98  
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH...............  1.25%          B          $10.58         119  
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH...............  1.30%          B          $24.70         197  
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH...............  1.55%          B          $30.17         121  
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH...............  1.65%          B          $23.81         180  
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH...............  1.70%          B          $29.37          26  

EQ/BLACKROCK BASIC VALUE EQUITY.....................  0.65%          A          $17.01           2  
EQ/BLACKROCK BASIC VALUE EQUITY.....................  1.30%          A          $18.22       3,867  
EQ/BLACKROCK BASIC VALUE EQUITY.....................  1.55%          A          $17.99         368  
EQ/BLACKROCK BASIC VALUE EQUITY.....................  1.65%          A          $17.89       1,091  
EQ/BLACKROCK BASIC VALUE EQUITY.....................  1.70%          A          $17.85         616  
EQ/BLACKROCK BASIC VALUE EQUITY.....................  1.20%          B          $11.31         272  
EQ/BLACKROCK BASIC VALUE EQUITY.....................  1.25%          B          $11.30         343  

EQ/BOSTON ADVISORS EQUITY INCOME....................  1.30%          A          $18.56         682  
EQ/BOSTON ADVISORS EQUITY INCOME....................  1.55%          A          $18.32          64  
EQ/BOSTON ADVISORS EQUITY INCOME....................  1.65%          A          $18.23         209  
EQ/BOSTON ADVISORS EQUITY INCOME....................  1.70%          A          $18.18         102  
EQ/BOSTON ADVISORS EQUITY INCOME....................  1.20%          B          $11.26          35  
EQ/BOSTON ADVISORS EQUITY INCOME....................  1.25%          B          $11.25          60  
EQ/BOSTON ADVISORS EQUITY INCOME....................  1.30%          B          $ 3.80         677  
EQ/BOSTON ADVISORS EQUITY INCOME....................  1.55%          B          $ 8.95         169  
EQ/BOSTON ADVISORS EQUITY INCOME....................  1.65%          B          $ 8.81         331  
EQ/BOSTON ADVISORS EQUITY INCOME....................  1.70%          B          $ 8.73          31  

EQ/CALVERT SOCIALLY RESPONSIBLE.....................  1.20%          B          $11.75           9  
EQ/CALVERT SOCIALLY RESPONSIBLE.....................  1.25%          B          $11.74          20  
EQ/CALVERT SOCIALLY RESPONSIBLE.....................  1.30%          B          $17.38          31  
EQ/CALVERT SOCIALLY RESPONSIBLE.....................  1.55%          B          $12.70          22  
EQ/CALVERT SOCIALLY RESPONSIBLE.....................  1.65%          B          $16.73          11  
EQ/CALVERT SOCIALLY RESPONSIBLE.....................  1.70%          B          $12.41           2  

EQ/CAPITAL GUARDIAN RESEARCH........................  1.30%          A          $20.19         274  
EQ/CAPITAL GUARDIAN RESEARCH........................  1.55%          A          $19.93          34  
EQ/CAPITAL GUARDIAN RESEARCH........................  1.65%          A          $19.83         115  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                                [Download Table]

                                                                          UNITS   
                                   CONTRACT                            OUTSTANDING
                                   CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                   -------- --------------- ---------- -----------
                                                                                  
EQ/CAPITAL GUARDIAN RESEARCH......  1.70%          A          $19.78        135   
EQ/CAPITAL GUARDIAN RESEARCH......  1.30%          B          $20.29        102   
EQ/CAPITAL GUARDIAN RESEARCH......  1.55%          B          $18.86         29   
EQ/CAPITAL GUARDIAN RESEARCH......  1.65%          B          $19.53         96   
EQ/CAPITAL GUARDIAN RESEARCH......  1.70%          B          $18.41         27   

EQ/COMMON STOCK INDEX.............  1.30%          A          $19.43        630   
EQ/COMMON STOCK INDEX.............  1.55%          A          $19.17         64   
EQ/COMMON STOCK INDEX.............  1.65%          A          $19.07        128   
EQ/COMMON STOCK INDEX.............  1.70%          A          $19.03        107   
EQ/COMMON STOCK INDEX.............  1.20%          B          $11.54        108   
EQ/COMMON STOCK INDEX.............  1.25%          B          $11.53         69   

EQ/CONVERTIBLE SECURITIES.........  1.20%          B          $11.00         27   
EQ/CONVERTIBLE SECURITIES.........  1.25%          B          $10.99        201   

EQ/CORE BOND INDEX................  0.65%          B          $10.36         13   
EQ/CORE BOND INDEX................  1.20%          B          $10.02         95   
EQ/CORE BOND INDEX................  1.25%          B          $10.01        126   
EQ/CORE BOND INDEX................  1.30%          B          $10.70     14,262   
EQ/CORE BOND INDEX................  1.30%          B          $10.85      1,432   
EQ/CORE BOND INDEX................  1.55%          B          $10.57      5,106   
EQ/CORE BOND INDEX................  1.55%          B          $13.80        676   
EQ/CORE BOND INDEX................  1.65%          B          $10.45      1,374   
EQ/CORE BOND INDEX................  1.65%          B          $10.51      6,457   
EQ/CORE BOND INDEX................  1.70%          B          $10.48        505   
EQ/CORE BOND INDEX................  1.70%          B          $13.45        169   

EQ/EMERGING MARKETS EQUITY PLUS...  1.20%          B          $ 9.28          4   
EQ/EMERGING MARKETS EQUITY PLUS...  1.25%          B          $ 9.27         42   
EQ/EMERGING MARKETS EQUITY PLUS...  1.30%          B          $ 8.92        135   
EQ/EMERGING MARKETS EQUITY PLUS...  1.65%          B          $ 8.87         26   
EQ/EMERGING MARKETS EQUITY PLUS...  1.70%          B          $ 8.86         76   

EQ/ENERGY ETF.....................  1.20%          B          $ 8.40         42   
EQ/ENERGY ETF.....................  1.25%          B          $ 8.40         41   

EQ/EQUITY 500 INDEX...............  1.30%          A          $19.20      2,626   
EQ/EQUITY 500 INDEX...............  1.55%          A          $18.96        318   
EQ/EQUITY 500 INDEX...............  1.65%          A          $18.86        953   
EQ/EQUITY 500 INDEX...............  1.70%          A          $18.81      1,173   
EQ/EQUITY 500 INDEX...............  1.20%          B          $11.66        443   
EQ/EQUITY 500 INDEX...............  1.25%          B          $11.65        654   

EQ/GAMCO MERGERS AND ACQUISITIONS.  1.30%          A          $12.64        459   
EQ/GAMCO MERGERS AND ACQUISITIONS.  1.55%          A          $12.48         42   
EQ/GAMCO MERGERS AND ACQUISITIONS.  1.65%          A          $12.42        172   
EQ/GAMCO MERGERS AND ACQUISITIONS.  1.70%          A          $12.38        154   
EQ/GAMCO MERGERS AND ACQUISITIONS.  1.20%          B          $10.14         54   
EQ/GAMCO MERGERS AND ACQUISITIONS.  1.25%          B          $10.14         92   

EQ/GAMCO SMALL COMPANY VALUE......  0.65%          A          $16.95         --   
EQ/GAMCO SMALL COMPANY VALUE......  1.30%          A          $21.56      4,915   
EQ/GAMCO SMALL COMPANY VALUE......  1.55%          A          $21.28        604   
EQ/GAMCO SMALL COMPANY VALUE......  1.65%          A          $21.17      1,451   
EQ/GAMCO SMALL COMPANY VALUE......  1.70%          A          $21.11        839   
EQ/GAMCO SMALL COMPANY VALUE......  1.20%          B          $10.70        434   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                                [Download Table]

                                                                        UNITS   
                                 CONTRACT                            OUTSTANDING
                                 CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                 -------- --------------- ---------- -----------
                                                                                
EQ/GAMCO SMALL COMPANY VALUE....  1.25%          B          $10.70        518   

EQ/GLOBAL BOND PLUS.............  0.65%          A          $10.06          1   
EQ/GLOBAL BOND PLUS.............  1.30%          A          $10.50        395   
EQ/GLOBAL BOND PLUS.............  1.55%          A          $10.36         49   
EQ/GLOBAL BOND PLUS.............  1.65%          A          $10.31        112   
EQ/GLOBAL BOND PLUS.............  1.70%          A          $10.28         64   
EQ/GLOBAL BOND PLUS.............  1.30%          B          $12.04        170   
EQ/GLOBAL BOND PLUS.............  1.55%          B          $11.77        143   
EQ/GLOBAL BOND PLUS.............  1.65%          B          $11.66        123   
EQ/GLOBAL BOND PLUS.............  1.70%          B          $11.60          9   

EQ/HIGH YIELD BOND..............  1.20%          B          $10.14         63   
EQ/HIGH YIELD BOND..............  1.25%          B          $10.13         42   
EQ/HIGH YIELD BOND..............  1.30%          B          $10.59        308   
EQ/HIGH YIELD BOND..............  1.55%          B          $10.15          1   
EQ/HIGH YIELD BOND..............  1.65%          B          $10.52         43   
EQ/HIGH YIELD BOND..............  1.70%          B          $10.51         76   

EQ/INTERMEDIATE GOVERNMENT BOND.  0.65%          B          $10.07          1   
EQ/INTERMEDIATE GOVERNMENT BOND.  1.20%          B          $ 9.94         20   
EQ/INTERMEDIATE GOVERNMENT BOND.  1.25%          B          $ 9.93         14   
EQ/INTERMEDIATE GOVERNMENT BOND.  1.30%          B          $10.25      6,321   
EQ/INTERMEDIATE GOVERNMENT BOND.  1.30%          B          $11.07        717   
EQ/INTERMEDIATE GOVERNMENT BOND.  1.55%          B          $10.12      2,208   
EQ/INTERMEDIATE GOVERNMENT BOND.  1.55%          B          $19.39        219   
EQ/INTERMEDIATE GOVERNMENT BOND.  1.65%          B          $10.07      2,521   
EQ/INTERMEDIATE GOVERNMENT BOND.  1.65%          B          $10.71        263   
EQ/INTERMEDIATE GOVERNMENT BOND.  1.70%          B          $10.04        227   
EQ/INTERMEDIATE GOVERNMENT BOND.  1.70%          B          $18.70         27   

EQ/INTERNATIONAL EQUITY INDEX...  0.65%          A          $11.05         --   
EQ/INTERNATIONAL EQUITY INDEX...  1.30%          A          $11.43        614   
EQ/INTERNATIONAL EQUITY INDEX...  1.55%          A          $11.29         67   
EQ/INTERNATIONAL EQUITY INDEX...  1.65%          A          $11.23        171   
EQ/INTERNATIONAL EQUITY INDEX...  1.70%          A          $11.20        510   
EQ/INTERNATIONAL EQUITY INDEX...  1.20%          B          $ 9.31        157   
EQ/INTERNATIONAL EQUITY INDEX...  1.25%          B          $ 9.30        343   

EQ/INTERNATIONAL ETF............  1.30%          A          $11.61        239   
EQ/INTERNATIONAL ETF............  1.55%          A          $11.46         24   
EQ/INTERNATIONAL ETF............  1.65%          A          $11.40         76   
EQ/INTERNATIONAL ETF............  1.70%          A          $11.38         15   

EQ/INVESCO COMSTOCK.............  0.65%          A          $17.23         --   
EQ/INVESCO COMSTOCK.............  1.30%          A          $18.91        827   
EQ/INVESCO COMSTOCK.............  1.55%          A          $18.67         88   
EQ/INVESCO COMSTOCK.............  1.65%          A          $18.57        357   
EQ/INVESCO COMSTOCK.............  1.70%          A          $18.52        112   
EQ/INVESCO COMSTOCK.............  1.30%          B          $16.68        280   
EQ/INVESCO COMSTOCK.............  1.55%          B          $16.28         75   
EQ/INVESCO COMSTOCK.............  1.65%          B          $16.12        204   
EQ/INVESCO COMSTOCK.............  1.70%          B          $16.04         53   

EQ/JPMORGAN VALUE OPPORTUNITIES.  0.65%          A          $17.41         --   
EQ/JPMORGAN VALUE OPPORTUNITIES.  1.30%          A          $18.54        238   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                                [Download Table]

                                                                        UNITS   
                                 CONTRACT                            OUTSTANDING
                                 CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                 -------- --------------- ---------- -----------
                                                                                
EQ/JPMORGAN VALUE OPPORTUNITIES.  1.55%          A          $18.30         61   
EQ/JPMORGAN VALUE OPPORTUNITIES.  1.65%          A          $18.20         49   
EQ/JPMORGAN VALUE OPPORTUNITIES.  1.70%          A          $18.16         17   
EQ/JPMORGAN VALUE OPPORTUNITIES.  1.30%          B          $19.85         69   
EQ/JPMORGAN VALUE OPPORTUNITIES.  1.55%          B          $21.00         32   
EQ/JPMORGAN VALUE OPPORTUNITIES.  1.65%          B          $19.13         42   
EQ/JPMORGAN VALUE OPPORTUNITIES.  1.70%          B          $20.44         13   

EQ/LARGE CAP GROWTH INDEX.......  1.30%          A          $19.80        654   
EQ/LARGE CAP GROWTH INDEX.......  1.55%          A          $19.55         87   
EQ/LARGE CAP GROWTH INDEX.......  1.65%          A          $19.45        126   
EQ/LARGE CAP GROWTH INDEX.......  1.70%          A          $19.39        126   
EQ/LARGE CAP GROWTH INDEX.......  1.20%          B          $11.60         70   
EQ/LARGE CAP GROWTH INDEX.......  1.25%          B          $11.59        208   

EQ/LARGE CAP VALUE INDEX........  1.30%          A          $19.03        445   
EQ/LARGE CAP VALUE INDEX........  1.55%          A          $18.79         42   
EQ/LARGE CAP VALUE INDEX........  1.65%          A          $18.69         85   
EQ/LARGE CAP VALUE INDEX........  1.70%          A          $18.64        338   
EQ/LARGE CAP VALUE INDEX........  1.20%          B          $11.58         78   
EQ/LARGE CAP VALUE INDEX........  1.25%          B          $11.58         73   

EQ/LOW VOLATILITY GLOBAL ETF....  1.20%          B          $10.66         38   
EQ/LOW VOLATILITY GLOBAL ETF....  1.25%          B          $10.65         37   

EQ/MFS INTERNATIONAL GROWTH.....  1.30%          A          $12.71        797   
EQ/MFS INTERNATIONAL GROWTH.....  1.55%          A          $12.55         77   
EQ/MFS INTERNATIONAL GROWTH.....  1.65%          A          $12.48        311   
EQ/MFS INTERNATIONAL GROWTH.....  1.70%          A          $12.45        170   
EQ/MFS INTERNATIONAL GROWTH.....  1.20%          B          $ 9.40         77   
EQ/MFS INTERNATIONAL GROWTH.....  1.25%          B          $ 9.39         82   
EQ/MFS INTERNATIONAL GROWTH.....  1.30%          B          $ 7.20        337   
EQ/MFS INTERNATIONAL GROWTH.....  1.55%          B          $15.83        125   
EQ/MFS INTERNATIONAL GROWTH.....  1.65%          B          $15.68        157   
EQ/MFS INTERNATIONAL GROWTH.....  1.70%          B          $15.60         31   

EQ/MID CAP INDEX................  1.30%          A          $20.54        873   
EQ/MID CAP INDEX................  1.55%          A          $20.27         88   
EQ/MID CAP INDEX................  1.65%          A          $20.17        325   
EQ/MID CAP INDEX................  1.70%          A          $20.11        386   
EQ/MID CAP INDEX................  1.20%          B          $11.12        173   
EQ/MID CAP INDEX................  1.25%          B          $11.11        386   

EQ/MONEY MARKET.................  0.65%          A          $ 9.73          5   
EQ/MONEY MARKET.................  1.30%          A          $ 9.36      2,305   
EQ/MONEY MARKET.................  1.55%          A          $ 9.24        498   
EQ/MONEY MARKET.................  1.65%          A          $ 9.19        757   
EQ/MONEY MARKET.................  1.65%          A          $ 9.69      1,695   
EQ/MONEY MARKET.................  1.70%          A          $ 9.17        577   
EQ/MONEY MARKET.................  0.30%          B          $ 9.96          7   
EQ/MONEY MARKET.................  1.20%          B          $ 9.86      1,730   
EQ/MONEY MARKET.................  1.25%          B          $ 9.85      2,570   
EQ/MONEY MARKET.................  1.30%          B          $ 9.86        629   
EQ/MONEY MARKET.................  1.55%          B          $26.35         99   
EQ/MONEY MARKET.................  1.65%          B          $ 9.59        469   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                                [Download Table]

                                                                         UNITS   
                                  CONTRACT                            OUTSTANDING
                                  CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                  -------- --------------- ---------- -----------
                                                                                 
EQ/MONEY MARKET..................  1.65%          B          $ 9.69        299   
EQ/MONEY MARKET..................  1.70%          B          $25.04         76   

EQ/MORGAN STANLEY MID CAP GROWTH.  0.65%          A          $14.09          1   
EQ/MORGAN STANLEY MID CAP GROWTH.  1.30%          A          $17.56      1,315   
EQ/MORGAN STANLEY MID CAP GROWTH.  1.55%          A          $17.33        253   
EQ/MORGAN STANLEY MID CAP GROWTH.  1.65%          A          $17.24        449   
EQ/MORGAN STANLEY MID CAP GROWTH.  1.70%          A          $17.20        175   
EQ/MORGAN STANLEY MID CAP GROWTH.  1.20%          B          $10.46         90   
EQ/MORGAN STANLEY MID CAP GROWTH.  1.25%          B          $10.45         93   
EQ/MORGAN STANLEY MID CAP GROWTH.  1.30%          B          $22.24        210   
EQ/MORGAN STANLEY MID CAP GROWTH.  1.55%          B          $21.70        171   
EQ/MORGAN STANLEY MID CAP GROWTH.  1.65%          B          $21.49        170   
EQ/MORGAN STANLEY MID CAP GROWTH.  1.70%          B          $21.38         36   

EQ/NATURAL RESOURCES PLUS........  1.20%          B          $ 8.65         21   
EQ/NATURAL RESOURCES PLUS........  1.25%          B          $ 8.65         28   
EQ/NATURAL RESOURCES PLUS........  1.30%          B          $ 8.89         85   
EQ/NATURAL RESOURCES PLUS........  1.55%          B          $ 9.08          1   
EQ/NATURAL RESOURCES PLUS........  1.65%          B          $ 8.84          9   
EQ/NATURAL RESOURCES PLUS........  1.70%          B          $ 8.83         13   

EQ/OPPENHEIMER GLOBAL............  1.30%          A          $15.62      1,226   
EQ/OPPENHEIMER GLOBAL............  1.55%          A          $15.42        105   
EQ/OPPENHEIMER GLOBAL............  1.65%          A          $15.34        440   
EQ/OPPENHEIMER GLOBAL............  1.70%          A          $15.30        284   
EQ/OPPENHEIMER GLOBAL............  0.30%          B          $10.50         --   
EQ/OPPENHEIMER GLOBAL............  1.20%          B          $10.39         68   
EQ/OPPENHEIMER GLOBAL............  1.25%          B          $10.38         91   
EQ/OPPENHEIMER GLOBAL............  1.30%          B          $14.14        216   
EQ/OPPENHEIMER GLOBAL............  1.55%          B          $13.84         68   
EQ/OPPENHEIMER GLOBAL............  1.65%          B          $13.72        131   
EQ/OPPENHEIMER GLOBAL............  1.70%          B          $13.67         59   

EQ/PIMCO GLOBAL REAL RETURN......  1.20%          B          $10.31         59   
EQ/PIMCO GLOBAL REAL RETURN......  1.25%          B          $10.31         60   
EQ/PIMCO GLOBAL REAL RETURN......  1.30%          B          $ 9.95        236   
EQ/PIMCO GLOBAL REAL RETURN......  1.55%          B          $ 9.62          5   
EQ/PIMCO GLOBAL REAL RETURN......  1.65%          B          $ 9.89         32   
EQ/PIMCO GLOBAL REAL RETURN......  1.70%          B          $ 9.88         63   

EQ/PIMCO ULTRA SHORT BOND........  1.30%          A          $ 9.60      1,378   
EQ/PIMCO ULTRA SHORT BOND........  1.55%          A          $ 9.47        152   
EQ/PIMCO ULTRA SHORT BOND........  1.65%          A          $ 9.42        416   
EQ/PIMCO ULTRA SHORT BOND........  1.70%          A          $ 9.40        394   
EQ/PIMCO ULTRA SHORT BOND........  1.20%          B          $ 9.84         88   
EQ/PIMCO ULTRA SHORT BOND........  1.25%          B          $ 9.84        108   
EQ/PIMCO ULTRA SHORT BOND........  1.30%          B          $ 9.13        105   
EQ/PIMCO ULTRA SHORT BOND........  1.55%          B          $10.21         19   
EQ/PIMCO ULTRA SHORT BOND........  1.65%          B          $10.11         60   
EQ/PIMCO ULTRA SHORT BOND........  1.70%          B          $10.06          9   

EQ/QUALITY BOND PLUS.............  1.30%          B          $11.11      1,058   
EQ/QUALITY BOND PLUS.............  1.55%          B          $16.19        352   
EQ/QUALITY BOND PLUS.............  1.65%          B          $10.73        574   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                        UNITS   
                                                 CONTRACT                            OUTSTANDING
                                                 CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                                 -------- --------------- ---------- -----------
                                                                                                
EQ/QUALITY BOND PLUS............................  1.70%          B          $15.67         93   

EQ/REAL ESTATE PLUS.............................  0.65%          B          $10.22          1   
EQ/REAL ESTATE PLUS.............................  1.20%          B          $10.90         27   
EQ/REAL ESTATE PLUS.............................  1.25%          B          $10.89         79   
EQ/REAL ESTATE PLUS.............................  1.30%          B          $11.15        271   
EQ/REAL ESTATE PLUS.............................  1.55%          B          $10.07          5   
EQ/REAL ESTATE PLUS.............................  1.65%          B          $11.07         58   
EQ/REAL ESTATE PLUS.............................  1.70%          B          $11.06         81   

EQ/SMALL COMPANY INDEX..........................  1.30%          A          $20.38        577   
EQ/SMALL COMPANY INDEX..........................  1.55%          A          $20.11         59   
EQ/SMALL COMPANY INDEX..........................  1.65%          A          $20.01        291   
EQ/SMALL COMPANY INDEX..........................  1.70%          A          $19.96        235   
EQ/SMALL COMPANY INDEX..........................  1.20%          B          $10.74         80   
EQ/SMALL COMPANY INDEX..........................  1.25%          B          $10.73        169   

EQ/T. ROWE PRICE GROWTH STOCK...................  0.65%          A          $17.41         --   
EQ/T. ROWE PRICE GROWTH STOCK...................  1.30%          A          $19.82      2,063   
EQ/T. ROWE PRICE GROWTH STOCK...................  1.55%          A          $19.56        177   
EQ/T. ROWE PRICE GROWTH STOCK...................  1.65%          A          $19.46        659   
EQ/T. ROWE PRICE GROWTH STOCK...................  1.70%          A          $19.41        489   
EQ/T. ROWE PRICE GROWTH STOCK...................  1.20%          B          $11.23        243   
EQ/T. ROWE PRICE GROWTH STOCK...................  1.25%          B          $11.23        291   
EQ/T. ROWE PRICE GROWTH STOCK...................  1.30%          B          $10.32        545   
EQ/T. ROWE PRICE GROWTH STOCK...................  1.55%          B          $25.23        168   
EQ/T. ROWE PRICE GROWTH STOCK...................  1.65%          B          $24.56        145   
EQ/T. ROWE PRICE GROWTH STOCK...................  1.70%          B          $24.23         23   

EQ/UBS GROWTH & INCOME..........................  1.30%          B          $ 3.43        462   
EQ/UBS GROWTH & INCOME..........................  1.55%          B          $ 8.39        295   
EQ/UBS GROWTH & INCOME..........................  1.65%          B          $ 8.25        174   
EQ/UBS GROWTH & INCOME..........................  1.70%          B          $ 8.18         29   

EQ/WELLS FARGO OMEGA GROWTH.....................  1.30%          B          $14.50      3,541   
EQ/WELLS FARGO OMEGA GROWTH.....................  1.30%          B          $23.63        240   
EQ/WELLS FARGO OMEGA GROWTH.....................  1.55%          B          $14.36        432   
EQ/WELLS FARGO OMEGA GROWTH.....................  1.55%          B          $16.81        170   
EQ/WELLS FARGO OMEGA GROWTH.....................  1.65%          B          $14.30      1,101   
EQ/WELLS FARGO OMEGA GROWTH.....................  1.65%          B          $22.75        237   
EQ/WELLS FARGO OMEGA GROWTH.....................  1.70%          B          $14.27        638   
EQ/WELLS FARGO OMEGA GROWTH.....................  1.70%          B          $16.41         44   

FEDERATED HIGH INCOME BOND FUND II..............  0.30%    SERVICE CLASS    $10.29          4   
FEDERATED HIGH INCOME BOND FUND II..............  1.20%    SERVICE CLASS    $10.18        167   
FEDERATED HIGH INCOME BOND FUND II..............  1.25%    SERVICE CLASS    $10.18        352   

FEDERATED KAUFMANN FUND II......................  1.20%    SERVICE CLASS    $11.42         38   
FEDERATED KAUFMANN FUND II......................  1.25%    SERVICE CLASS    $11.42         28   

FIDELITY(R) VIP ASSET MANAGER: GROWTH PORTFOLIO.  1.30%   SERVICE CLASS 2   $15.48         31   
FIDELITY(R) VIP ASSET MANAGER: GROWTH PORTFOLIO.  1.55%   SERVICE CLASS 2   $15.28         10   
FIDELITY(R) VIP ASSET MANAGER: GROWTH PORTFOLIO.  1.65%   SERVICE CLASS 2   $15.20         17   
FIDELITY(R) VIP ASSET MANAGER: GROWTH PORTFOLIO.  1.70%   SERVICE CLASS 2   $15.16          1   

FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO.........  0.30%   SERVICE CLASS 2   $11.66         12   
FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO.........  0.65%   SERVICE CLASS 2   $16.75         11   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                           UNITS   
                                                    CONTRACT                            OUTSTANDING
                                                    CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                                    -------- --------------- ---------- -----------
                                                                                                   
FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO............  1.20%   SERVICE CLASS 2   $11.54        265   
FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO............  1.25%   SERVICE CLASS 2   $11.53        314   
FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO............  1.30%   SERVICE CLASS 2   $18.75      3,348   
FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO............  1.55%   SERVICE CLASS 2   $18.51        297   
FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO............  1.65%   SERVICE CLASS 2   $18.41      1,172   
FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO............  1.70%   SERVICE CLASS 2   $18.37        573   

FIDELITY(R) VIP FREEDOM 2015 PORTFOLIO.............  1.30%   SERVICE CLASS 2   $12.33         36   
FIDELITY(R) VIP FREEDOM 2015 PORTFOLIO.............  1.55%   SERVICE CLASS 2   $12.21          7   
FIDELITY(R) VIP FREEDOM 2015 PORTFOLIO.............  1.65%   SERVICE CLASS 2   $12.16         21   
FIDELITY(R) VIP FREEDOM 2015 PORTFOLIO.............  1.70%   SERVICE CLASS 2   $12.14          3   

FIDELITY(R) VIP FREEDOM 2020 PORTFOLIO.............  1.30%   SERVICE CLASS 2   $12.49         40   
FIDELITY(R) VIP FREEDOM 2020 PORTFOLIO.............  1.55%   SERVICE CLASS 2   $12.37          4   
FIDELITY(R) VIP FREEDOM 2020 PORTFOLIO.............  1.65%   SERVICE CLASS 2   $12.32         12   

FIDELITY(R) VIP FREEDOM 2025 PORTFOLIO.............  1.30%   SERVICE CLASS 2   $12.95         61   
FIDELITY(R) VIP FREEDOM 2025 PORTFOLIO.............  1.55%   SERVICE CLASS 2   $12.82         --   
FIDELITY(R) VIP FREEDOM 2025 PORTFOLIO.............  1.65%   SERVICE CLASS 2   $12.77          9   

FIDELITY(R) VIP FREEDOM 2030 PORTFOLIO.............  1.30%   SERVICE CLASS 2   $13.06         36   
FIDELITY(R) VIP FREEDOM 2030 PORTFOLIO.............  1.55%   SERVICE CLASS 2   $12.94         23   
FIDELITY(R) VIP FREEDOM 2030 PORTFOLIO.............  1.65%   SERVICE CLASS 2   $12.89          5   
FIDELITY(R) VIP FREEDOM 2030 PORTFOLIO.............  1.70%   SERVICE CLASS 2   $12.86         --   

FIDELITY(R) VIP MID CAP PORTFOLIO..................  0.65%   SERVICE CLASS 2   $14.56         --   
FIDELITY(R) VIP MID CAP PORTFOLIO..................  1.20%   SERVICE CLASS 2   $11.01        147   
FIDELITY(R) VIP MID CAP PORTFOLIO..................  1.25%   SERVICE CLASS 2   $11.01        159   
FIDELITY(R) VIP MID CAP PORTFOLIO..................  1.30%   SERVICE CLASS 2   $18.03      1,568   
FIDELITY(R) VIP MID CAP PORTFOLIO..................  1.55%   SERVICE CLASS 2   $17.79        155   
FIDELITY(R) VIP MID CAP PORTFOLIO..................  1.65%   SERVICE CLASS 2   $17.70        438   
FIDELITY(R) VIP MID CAP PORTFOLIO..................  1.70%   SERVICE CLASS 2   $17.66        294   

FIDELITY(R) VIP STRATEGIC INCOME PORTFOLIO.........  0.65%   SERVICE CLASS 2   $11.35         --   
FIDELITY(R) VIP STRATEGIC INCOME PORTFOLIO.........  1.20%   SERVICE CLASS 2   $10.15        299   
FIDELITY(R) VIP STRATEGIC INCOME PORTFOLIO.........  1.25%   SERVICE CLASS 2   $10.15        655   
FIDELITY(R) VIP STRATEGIC INCOME PORTFOLIO.........  1.30%   SERVICE CLASS 2   $12.32      2,133   
FIDELITY(R) VIP STRATEGIC INCOME PORTFOLIO.........  1.55%   SERVICE CLASS 2   $12.16        232   
FIDELITY(R) VIP STRATEGIC INCOME PORTFOLIO.........  1.65%   SERVICE CLASS 2   $12.10        874   
FIDELITY(R) VIP STRATEGIC INCOME PORTFOLIO.........  1.70%   SERVICE CLASS 2   $12.07        454   

FIRST TRUST MULTI INCOME ALLOCATION PORTFOLIO......  1.20%   CLASS I SHARES    $10.16         29   
FIRST TRUST MULTI INCOME ALLOCATION PORTFOLIO......  1.25%   CLASS I SHARES    $10.16          4   
FIRST TRUST MULTI INCOME ALLOCATION PORTFOLIO......  1.30%   CLASS I SHARES    $10.16         16   
FIRST TRUST MULTI INCOME ALLOCATION PORTFOLIO......  1.65%   CLASS I SHARES    $10.14          1   
FIRST TRUST MULTI INCOME ALLOCATION PORTFOLIO......  1.70%   CLASS I SHARES    $10.13          4   

FIRST TRUST/DOW JONES DIVIDEND & INCOME ALLOCATION                                                 
 PORTFOLIO.........................................  1.20%   CLASS I SHARES    $11.01         47   
FIRST TRUST/DOW JONES DIVIDEND & INCOME ALLOCATION                                                 
 PORTFOLIO.........................................  1.25%   CLASS I SHARES    $11.01        100   
FIRST TRUST/DOW JONES DIVIDEND & INCOME ALLOCATION                                                 
 PORTFOLIO.........................................  1.30%   CLASS I SHARES    $12.51        432   
FIRST TRUST/DOW JONES DIVIDEND & INCOME ALLOCATION                                                 
 PORTFOLIO.........................................  1.55%   CLASS I SHARES    $11.24         12   
FIRST TRUST/DOW JONES DIVIDEND & INCOME ALLOCATION                                                 
 PORTFOLIO.........................................  1.55%   CLASS I SHARES    $12.42         --   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                           UNITS   
                                                    CONTRACT                            OUTSTANDING
                                                    CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                                    -------- --------------- ---------- -----------
                                                                                                   
FIRST TRUST/DOW JONES DIVIDEND & INCOME ALLOCATION                                                 
 PORTFOLIO.........................................  1.65%   CLASS I SHARES    $12.39        108   
FIRST TRUST/DOW JONES DIVIDEND & INCOME ALLOCATION                                                 
 PORTFOLIO.........................................  1.70%   CLASS I SHARES    $12.37         96   

FRANKLIN FOUNDING FUNDS ALLOCATION VIP FUND........  0.65%      CLASS 2        $14.20          1   
FRANKLIN FOUNDING FUNDS ALLOCATION VIP FUND........  1.20%      CLASS 2        $10.39        132   
FRANKLIN FOUNDING FUNDS ALLOCATION VIP FUND........  1.25%      CLASS 2        $10.39        222   
FRANKLIN FOUNDING FUNDS ALLOCATION VIP FUND........  1.30%      CLASS 2        $14.57        703   
FRANKLIN FOUNDING FUNDS ALLOCATION VIP FUND........  1.55%      CLASS 2        $14.39         18   
FRANKLIN FOUNDING FUNDS ALLOCATION VIP FUND........  1.65%      CLASS 2        $14.31        222   
FRANKLIN FOUNDING FUNDS ALLOCATION VIP FUND........  1.70%      CLASS 2        $14.28        142   

FRANKLIN INCOME VIP FUND...........................  0.65%      CLASS 2        $13.55         10   
FRANKLIN INCOME VIP FUND...........................  1.20%      CLASS 2        $10.50        716   
FRANKLIN INCOME VIP FUND...........................  1.25%      CLASS 2        $10.50      1,000   
FRANKLIN INCOME VIP FUND...........................  1.30%      CLASS 2        $14.19      2,040   
FRANKLIN INCOME VIP FUND...........................  1.55%      CLASS 2        $14.01         63   
FRANKLIN INCOME VIP FUND...........................  1.65%      CLASS 2        $13.94        667   
FRANKLIN INCOME VIP FUND...........................  1.70%      CLASS 2        $13.90        684   

FRANKLIN MUTUAL SHARES VIP FUND....................  1.20%      CLASS 2        $10.92         32   
FRANKLIN MUTUAL SHARES VIP FUND....................  1.25%      CLASS 2        $10.91         19   
FRANKLIN MUTUAL SHARES VIP FUND....................  1.30%      CLASS 2        $15.83        555   
FRANKLIN MUTUAL SHARES VIP FUND....................  1.55%      CLASS 2        $15.63         55   
FRANKLIN MUTUAL SHARES VIP FUND....................  1.65%      CLASS 2        $15.55        166   
FRANKLIN MUTUAL SHARES VIP FUND....................  1.70%      CLASS 2        $15.51         42   

FRANKLIN RISING DIVIDENDS VIP FUND.................  0.30%      CLASS 2        $11.19         13   
FRANKLIN RISING DIVIDENDS VIP FUND.................  1.20%      CLASS 2        $11.07        153   
FRANKLIN RISING DIVIDENDS VIP FUND.................  1.25%      CLASS 2        $11.07        441   
FRANKLIN RISING DIVIDENDS VIP FUND.................  1.30%      CLASS 2        $12.84      1,550   
FRANKLIN RISING DIVIDENDS VIP FUND.................  1.55%      CLASS 2        $12.07         65   
FRANKLIN RISING DIVIDENDS VIP FUND.................  1.65%      CLASS 2        $12.75        439   
FRANKLIN RISING DIVIDENDS VIP FUND.................  1.70%      CLASS 2        $12.74        516   

FRANKLIN STRATEGIC INCOME VIP FUND.................  1.30%      CLASS 2        $12.84      2,500   
FRANKLIN STRATEGIC INCOME VIP FUND.................  1.55%      CLASS 2        $12.67        204   
FRANKLIN STRATEGIC INCOME VIP FUND.................  1.65%      CLASS 2        $12.60        722   
FRANKLIN STRATEGIC INCOME VIP FUND.................  1.70%      CLASS 2        $12.57        695   

GOLDMAN SACHS VIT MID CAP VALUE FUND...............  0.65%   SERVICE SHARES    $17.03         --   
GOLDMAN SACHS VIT MID CAP VALUE FUND...............  1.30%   SERVICE SHARES    $20.29        889   
GOLDMAN SACHS VIT MID CAP VALUE FUND...............  1.55%   SERVICE SHARES    $20.03         88   
GOLDMAN SACHS VIT MID CAP VALUE FUND...............  1.65%   SERVICE SHARES    $19.92        345   
GOLDMAN SACHS VIT MID CAP VALUE FUND...............  1.70%   SERVICE SHARES    $19.87        172   

GUGGENHEIM VT GLOBAL MANAGED FUTURES STRATEGY FUND.  1.20%   COMMON SHARES     $11.53         24   
GUGGENHEIM VT GLOBAL MANAGED FUTURES STRATEGY FUND.  1.25%   COMMON SHARES     $11.53         24   
GUGGENHEIM VT GLOBAL MANAGED FUTURES STRATEGY FUND.  1.30%   COMMON SHARES     $ 8.82         38   
GUGGENHEIM VT GLOBAL MANAGED FUTURES STRATEGY FUND.  1.55%   COMMON SHARES     $ 8.73         20   
GUGGENHEIM VT GLOBAL MANAGED FUTURES STRATEGY FUND.  1.65%   COMMON SHARES     $ 8.70         15   
GUGGENHEIM VT GLOBAL MANAGED FUTURES STRATEGY FUND.  1.70%   COMMON SHARES     $ 8.68          1   

GUGGENHEIM VT MULTI-HEDGE STRATEGIES FUND..........  1.30%   COMMON SHARES     $ 9.76         39   
GUGGENHEIM VT MULTI-HEDGE STRATEGIES FUND..........  1.55%   COMMON SHARES     $ 9.66         28   
GUGGENHEIM VT MULTI-HEDGE STRATEGIES FUND..........  1.65%   COMMON SHARES     $ 9.62         16   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                   UNITS   
                                            CONTRACT                            OUTSTANDING
                                            CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                            -------- --------------- ---------- -----------
                                                                                           
GUGGENHEIM VT MULTI-HEDGE STRATEGIES FUND..  1.70%    COMMON SHARES    $ 9.60          1   

HARTFORD CAPITAL APPRECIATION HLS FUND.....  1.20%         IC          $10.14         17   
HARTFORD CAPITAL APPRECIATION HLS FUND.....  1.25%         IC          $10.14          6   
HARTFORD CAPITAL APPRECIATION HLS FUND.....  1.30%         IC          $10.14        118   
HARTFORD CAPITAL APPRECIATION HLS FUND.....  1.65%         IC          $10.12         10   
HARTFORD CAPITAL APPRECIATION HLS FUND.....  1.70%         IC          $10.11         20   

HARTFORD GROWTH OPPORTUNITIES HLS FUND.....  1.20%         IC          $10.80         27   
HARTFORD GROWTH OPPORTUNITIES HLS FUND.....  1.25%         IC          $10.80         13   
HARTFORD GROWTH OPPORTUNITIES HLS FUND.....  1.30%         IC          $10.80         98   
HARTFORD GROWTH OPPORTUNITIES HLS FUND.....  1.65%         IC          $10.78          5   
HARTFORD GROWTH OPPORTUNITIES HLS FUND.....  1.70%         IC          $10.77          6   

INVESCO V.I. AMERICAN FRANCHISE FUND.......  1.30%      SERIES II      $20.24         11   
INVESCO V.I. AMERICAN FRANCHISE FUND.......  1.55%      SERIES II      $19.98          2   
INVESCO V.I. AMERICAN FRANCHISE FUND.......  1.65%      SERIES II      $19.87          9   
INVESCO V.I. AMERICAN FRANCHISE FUND.......  1.70%      SERIES II      $19.82          1   

INVESCO V.I. BALANCED-RISK ALLOCATION FUND.  1.20%      SERIES II      $10.25         87   
INVESCO V.I. BALANCED-RISK ALLOCATION FUND.  1.25%      SERIES II      $10.25        198   

INVESCO V.I. DIVERSIFIED DIVIDEND FUND.....  1.30%      SERIES II      $17.58        582   
INVESCO V.I. DIVERSIFIED DIVIDEND FUND.....  1.55%      SERIES II      $15.42         17   
INVESCO V.I. DIVERSIFIED DIVIDEND FUND.....  1.55%      SERIES II      $17.35         49   
INVESCO V.I. DIVERSIFIED DIVIDEND FUND.....  1.65%      SERIES II      $15.38         95   
INVESCO V.I. DIVERSIFIED DIVIDEND FUND.....  1.65%      SERIES II      $17.26        104   
INVESCO V.I. DIVERSIFIED DIVIDEND FUND.....  1.70%      SERIES II      $15.36        114   
INVESCO V.I. DIVERSIFIED DIVIDEND FUND.....  1.70%      SERIES II      $17.22          4   

INVESCO V.I. GLOBAL HEALTH CARE FUND.......  1.20%      SERIES II      $12.51         40   
INVESCO V.I. GLOBAL HEALTH CARE FUND.......  1.25%      SERIES II      $12.51         43   

INVESCO V.I. GLOBAL REAL ESTATE FUND.......  0.65%      SERIES II      $13.21          1   
INVESCO V.I. GLOBAL REAL ESTATE FUND.......  1.20%      SERIES II      $10.76        168   
INVESCO V.I. GLOBAL REAL ESTATE FUND.......  1.25%      SERIES II      $10.75        192   
INVESCO V.I. GLOBAL REAL ESTATE FUND.......  1.30%      SERIES II      $15.68      2,423   
INVESCO V.I. GLOBAL REAL ESTATE FUND.......  1.55%      SERIES II      $15.48        244   
INVESCO V.I. GLOBAL REAL ESTATE FUND.......  1.65%      SERIES II      $15.40        918   
INVESCO V.I. GLOBAL REAL ESTATE FUND.......  1.70%      SERIES II      $15.36        542   

INVESCO V.I. HIGH YIELD FUND...............  0.30%      SERIES II      $10.25          2   
INVESCO V.I. HIGH YIELD FUND...............  0.65%      SERIES II      $12.42         --   
INVESCO V.I. HIGH YIELD FUND...............  1.20%      SERIES II      $10.14        180   
INVESCO V.I. HIGH YIELD FUND...............  1.25%      SERIES II      $10.13        480   
INVESCO V.I. HIGH YIELD FUND...............  1.30%      SERIES II      $11.82      1,045   
INVESCO V.I. HIGH YIELD FUND...............  1.55%      SERIES II      $11.70         84   
INVESCO V.I. HIGH YIELD FUND...............  1.65%      SERIES II      $11.66        255   
INVESCO V.I. HIGH YIELD FUND...............  1.70%      SERIES II      $11.63        199   

INVESCO V.I. INTERNATIONAL GROWTH FUND.....  0.30%      SERIES II      $10.17          4   
INVESCO V.I. INTERNATIONAL GROWTH FUND.....  0.65%      SERIES II      $12.34         --   
INVESCO V.I. INTERNATIONAL GROWTH FUND.....  1.20%      SERIES II      $10.06         99   
INVESCO V.I. INTERNATIONAL GROWTH FUND.....  1.25%      SERIES II      $10.05        100   
INVESCO V.I. INTERNATIONAL GROWTH FUND.....  1.30%      SERIES II      $13.77      1,681   
INVESCO V.I. INTERNATIONAL GROWTH FUND.....  1.55%      SERIES II      $13.60        160   
INVESCO V.I. INTERNATIONAL GROWTH FUND.....  1.65%      SERIES II      $13.53        383   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                               UNITS   
                                        CONTRACT                            OUTSTANDING
                                        CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                        -------- --------------- ---------- -----------
                                                                                       
INVESCO V.I. INTERNATIONAL GROWTH FUND.  1.70%      SERIES II      $13.49        230   

INVESCO V.I. MID CAP CORE EQUITY FUND..  1.30%      SERIES II      $15.32        470   
INVESCO V.I. MID CAP CORE EQUITY FUND..  1.55%      SERIES II      $15.13         26   
INVESCO V.I. MID CAP CORE EQUITY FUND..  1.65%      SERIES II      $15.05         69   
INVESCO V.I. MID CAP CORE EQUITY FUND..  1.70%      SERIES II      $15.01         46   

INVESCO V.I. SMALL CAP EQUITY FUND.....  1.20%      SERIES II      $10.60         22   
INVESCO V.I. SMALL CAP EQUITY FUND.....  1.25%      SERIES II      $10.60         41   
INVESCO V.I. SMALL CAP EQUITY FUND.....  1.30%      SERIES II      $20.18        253   
INVESCO V.I. SMALL CAP EQUITY FUND.....  1.55%      SERIES II      $19.92         50   
INVESCO V.I. SMALL CAP EQUITY FUND.....  1.65%      SERIES II      $19.81         56   
INVESCO V.I. SMALL CAP EQUITY FUND.....  1.70%      SERIES II      $19.76         30   

IVY FUNDS VIP ASSET STRATEGY...........  0.30%    COMMON SHARES    $ 9.95          1   
IVY FUNDS VIP ASSET STRATEGY...........  1.20%    COMMON SHARES    $ 9.85        266   
IVY FUNDS VIP ASSET STRATEGY...........  1.25%    COMMON SHARES    $ 9.84        498   
IVY FUNDS VIP ASSET STRATEGY...........  1.30%    COMMON SHARES    $12.25      1,962   
IVY FUNDS VIP ASSET STRATEGY...........  1.55%    COMMON SHARES    $12.13         60   
IVY FUNDS VIP ASSET STRATEGY...........  1.65%    COMMON SHARES    $12.08        831   
IVY FUNDS VIP ASSET STRATEGY...........  1.70%    COMMON SHARES    $12.05        928   

IVY FUNDS VIP DIVIDEND OPPORTUNITIES...  0.65%    COMMON SHARES    $15.73         --   
IVY FUNDS VIP DIVIDEND OPPORTUNITIES...  1.30%    COMMON SHARES    $16.99        524   
IVY FUNDS VIP DIVIDEND OPPORTUNITIES...  1.55%    COMMON SHARES    $16.78        147   
IVY FUNDS VIP DIVIDEND OPPORTUNITIES...  1.65%    COMMON SHARES    $16.69        216   
IVY FUNDS VIP DIVIDEND OPPORTUNITIES...  1.70%    COMMON SHARES    $16.64         80   

IVY FUNDS VIP ENERGY...................  0.65%    COMMON SHARES    $11.40         --   
IVY FUNDS VIP ENERGY...................  1.20%    COMMON SHARES    $ 8.56        127   
IVY FUNDS VIP ENERGY...................  1.25%    COMMON SHARES    $ 8.56        416   
IVY FUNDS VIP ENERGY...................  1.30%    COMMON SHARES    $12.42      1,315   
IVY FUNDS VIP ENERGY...................  1.55%    COMMON SHARES    $12.26        198   
IVY FUNDS VIP ENERGY...................  1.65%    COMMON SHARES    $12.19        313   
IVY FUNDS VIP ENERGY...................  1.70%    COMMON SHARES    $12.16        176   

IVY FUNDS VIP GLOBAL NATURAL RESOURCES.  0.65%    COMMON SHARES    $ 8.14          1   
IVY FUNDS VIP GLOBAL NATURAL RESOURCES.  1.30%    COMMON SHARES    $ 8.51        858   
IVY FUNDS VIP GLOBAL NATURAL RESOURCES.  1.55%    COMMON SHARES    $ 8.40         97   
IVY FUNDS VIP GLOBAL NATURAL RESOURCES.  1.65%    COMMON SHARES    $ 8.36        308   
IVY FUNDS VIP GLOBAL NATURAL RESOURCES.  1.70%    COMMON SHARES    $ 8.34        119   

IVY FUNDS VIP HIGH INCOME..............  0.65%    COMMON SHARES    $13.82          2   
IVY FUNDS VIP HIGH INCOME..............  1.30%    COMMON SHARES    $15.58      4,025   
IVY FUNDS VIP HIGH INCOME..............  1.55%    COMMON SHARES    $15.38        371   
IVY FUNDS VIP HIGH INCOME..............  1.65%    COMMON SHARES    $15.30      1,594   
IVY FUNDS VIP HIGH INCOME..............  1.70%    COMMON SHARES    $15.26      1,216   

IVY FUNDS VIP MICRO CAP GROWTH.........  0.30%    COMMON SHARES    $10.61          2   
IVY FUNDS VIP MICRO CAP GROWTH.........  1.20%    COMMON SHARES    $10.50         75   
IVY FUNDS VIP MICRO CAP GROWTH.........  1.25%    COMMON SHARES    $10.49         70   

IVY FUNDS VIP MID CAP GROWTH...........  1.30%    COMMON SHARES    $20.34      1,320   
IVY FUNDS VIP MID CAP GROWTH...........  1.55%    COMMON SHARES    $20.07        143   
IVY FUNDS VIP MID CAP GROWTH...........  1.65%    COMMON SHARES    $19.97        293   
IVY FUNDS VIP MID CAP GROWTH...........  1.70%    COMMON SHARES    $19.92        265   

IVY FUNDS VIP SCIENCE AND TECHNOLOGY...  0.65%    COMMON SHARES    $19.46          3   
IVY FUNDS VIP SCIENCE AND TECHNOLOGY...  1.20%    COMMON SHARES    $11.12        219   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                                  UNITS   
                                                           CONTRACT                            OUTSTANDING
                                                           CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                                           -------- --------------- ---------- -----------
                                                                                                          
IVY FUNDS VIP SCIENCE AND TECHNOLOGY......................  1.25%   COMMON SHARES     $11.12        152   
IVY FUNDS VIP SCIENCE AND TECHNOLOGY......................  1.30%   COMMON SHARES     $21.74      1,445   
IVY FUNDS VIP SCIENCE AND TECHNOLOGY......................  1.55%   COMMON SHARES     $21.46        205   
IVY FUNDS VIP SCIENCE AND TECHNOLOGY......................  1.65%   COMMON SHARES     $21.35        395   
IVY FUNDS VIP SCIENCE AND TECHNOLOGY......................  1.70%   COMMON SHARES     $21.29        198   

IVY FUNDS VIP SMALL CAP GROWTH............................  1.30%   COMMON SHARES     $17.46        605   
IVY FUNDS VIP SMALL CAP GROWTH............................  1.55%   COMMON SHARES     $17.24         78   
IVY FUNDS VIP SMALL CAP GROWTH............................  1.65%   COMMON SHARES     $17.15        213   
IVY FUNDS VIP SMALL CAP GROWTH............................  1.70%   COMMON SHARES     $17.10        117   

JANUS ASPEN SERIES BALANCED PORTFOLIO.....................  1.20%   SERVICE SHARES    $10.99        234   
JANUS ASPEN SERIES BALANCED PORTFOLIO.....................  1.25%   SERVICE SHARES    $10.98        164   

JANUS ASPEN SERIES FLEXIBLE BOND PORTFOLIO................  1.20%   SERVICE SHARES    $10.29        187   
JANUS ASPEN SERIES FLEXIBLE BOND PORTFOLIO................  1.25%   SERVICE SHARES    $10.28        130   

JANUS ASPEN SERIES INTECH U.S. LOW VOLATILITY PORTFOLIO...  1.20%   SERVICE SHARES    $11.80         47   
JANUS ASPEN SERIES INTECH U.S. LOW VOLATILITY PORTFOLIO...  1.25%   SERVICE SHARES    $11.80         80   

LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO.......  0.65%   SERVICE SHARES    $ 9.12          1   
LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO.......  1.20%   SERVICE SHARES    $ 9.02        147   
LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO.......  1.25%   SERVICE SHARES    $ 9.01        121   
LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO.......  1.30%   SERVICE SHARES    $11.06      3,914   
LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO.......  1.55%   SERVICE SHARES    $10.92        575   
LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO.......  1.65%   SERVICE SHARES    $10.86      1,318   
LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO.......  1.70%   SERVICE SHARES    $10.83        699   

LORD ABBETT SERIES FUND -- BOND DEBENTURE PORTFOLIO.......  0.30%     VC SHARES       $10.51          6   
LORD ABBETT SERIES FUND -- BOND DEBENTURE PORTFOLIO.......  1.20%     VC SHARES       $10.40        241   
LORD ABBETT SERIES FUND -- BOND DEBENTURE PORTFOLIO.......  1.25%     VC SHARES       $10.40        411   
LORD ABBETT SERIES FUND -- BOND DEBENTURE PORTFOLIO.......  1.30%     VC SHARES       $12.28      1,193   
LORD ABBETT SERIES FUND -- BOND DEBENTURE PORTFOLIO.......  1.55%     VC SHARES       $12.16        137   
LORD ABBETT SERIES FUND -- BOND DEBENTURE PORTFOLIO.......  1.65%     VC SHARES       $12.11        340   
LORD ABBETT SERIES FUND -- BOND DEBENTURE PORTFOLIO.......  1.70%     VC SHARES       $12.09        441   

LORD ABBETT SERIES FUND -- CLASSIC STOCK PORTFOLIO........  1.30%     VC SHARES       $13.65        266   
LORD ABBETT SERIES FUND -- CLASSIC STOCK PORTFOLIO........  1.55%     VC SHARES       $13.52         22   
LORD ABBETT SERIES FUND -- CLASSIC STOCK PORTFOLIO........  1.65%     VC SHARES       $13.46         63   
LORD ABBETT SERIES FUND -- CLASSIC STOCK PORTFOLIO........  1.70%     VC SHARES       $13.44         21   

LORD ABBETT SERIES FUND -- GROWTH OPPORTUNITIES PORTFOLIO.  1.30%     VC SHARES       $13.26        157   
LORD ABBETT SERIES FUND -- GROWTH OPPORTUNITIES PORTFOLIO.  1.55%     VC SHARES       $13.13         25   
LORD ABBETT SERIES FUND -- GROWTH OPPORTUNITIES PORTFOLIO.  1.65%     VC SHARES       $13.08         47   
LORD ABBETT SERIES FUND -- GROWTH OPPORTUNITIES PORTFOLIO.  1.70%     VC SHARES       $13.05         22   

MFS(R) INTERNATIONAL VALUE PORTFOLIO......................  1.20%   SERVICE CLASS     $10.17        332   
MFS(R) INTERNATIONAL VALUE PORTFOLIO......................  1.25%   SERVICE CLASS     $10.17        374   
MFS(R) INTERNATIONAL VALUE PORTFOLIO......................  1.30%   SERVICE CLASS     $15.11      3,639   
MFS(R) INTERNATIONAL VALUE PORTFOLIO......................  1.55%   SERVICE CLASS     $14.91        387   
MFS(R) INTERNATIONAL VALUE PORTFOLIO......................  1.65%   SERVICE CLASS     $14.83      1,018   
MFS(R) INTERNATIONAL VALUE PORTFOLIO......................  1.70%   SERVICE CLASS     $14.80        825   

MFS(R) INVESTORS GROWTH STOCK SERIES......................  1.30%   SERVICE CLASS     $18.56        410   
MFS(R) INVESTORS GROWTH STOCK SERIES......................  1.55%   SERVICE CLASS     $18.32         91   
MFS(R) INVESTORS GROWTH STOCK SERIES......................  1.65%   SERVICE CLASS     $18.22        109   
MFS(R) INVESTORS GROWTH STOCK SERIES......................  1.70%   SERVICE CLASS     $18.18         52   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                                 UNITS   
                                                          CONTRACT                            OUTSTANDING
                                                          CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                                          -------- --------------- ---------- -----------
                                                                                                         
MFS(R) INVESTORS TRUST SERIES............................  0.65%   SERVICE CLASS     $16.91         --   
MFS(R) INVESTORS TRUST SERIES............................  1.20%   SERVICE CLASS     $11.46         21   
MFS(R) INVESTORS TRUST SERIES............................  1.25%   SERVICE CLASS     $11.45         27   
MFS(R) INVESTORS TRUST SERIES............................  1.30%   SERVICE CLASS     $18.11        259   
MFS(R) INVESTORS TRUST SERIES............................  1.55%   SERVICE CLASS     $17.88         47   
MFS(R) INVESTORS TRUST SERIES............................  1.65%   SERVICE CLASS     $17.79         77   
MFS(R) INVESTORS TRUST SERIES............................  1.70%   SERVICE CLASS     $17.74         46   

MFS(R) RESEARCH SERIES...................................  1.20%   SERVICE CLASS     $11.40         26   
MFS(R) RESEARCH SERIES...................................  1.25%   SERVICE CLASS     $11.39         46   

MFS(R) TECHNOLOGY PORTFOLIO..............................  1.30%   SERVICE CLASS     $19.84        495   
MFS(R) TECHNOLOGY PORTFOLIO..............................  1.55%   SERVICE CLASS     $19.59         82   
MFS(R) TECHNOLOGY PORTFOLIO..............................  1.65%   SERVICE CLASS     $19.48        112   
MFS(R) TECHNOLOGY PORTFOLIO..............................  1.70%   SERVICE CLASS     $19.43         95   

MFS(R) UTILITIES SERIES..................................  1.20%   SERVICE CLASS     $11.03        168   
MFS(R) UTILITIES SERIES..................................  1.25%   SERVICE CLASS     $11.03        356   
MFS(R) UTILITIES SERIES..................................  1.30%   SERVICE CLASS     $18.25      1,258   
MFS(R) UTILITIES SERIES..................................  1.55%   SERVICE CLASS     $18.02        104   
MFS(R) UTILITIES SERIES..................................  1.65%   SERVICE CLASS     $17.92        318   
MFS(R) UTILITIES SERIES..................................  1.70%   SERVICE CLASS     $17.88        265   

MFS(R) VALUE SERIES......................................  1.20%   SERVICE CLASS     $11.43         71   
MFS(R) VALUE SERIES......................................  1.25%   SERVICE CLASS     $11.42        145   

MULTIMANAGER AGGRESSIVE EQUITY...........................  1.30%         B           $18.18        287   
MULTIMANAGER AGGRESSIVE EQUITY...........................  1.55%         B           $78.58         26   
MULTIMANAGER AGGRESSIVE EQUITY...........................  1.65%         B           $17.63        175   
MULTIMANAGER AGGRESSIVE EQUITY...........................  1.70%         B           $75.19         10   

MULTIMANAGER CORE BOND...................................  1.30%         B           $13.72      3,008   
MULTIMANAGER CORE BOND...................................  1.55%         B           $14.23      1,456   
MULTIMANAGER CORE BOND...................................  1.65%         B           $13.15      2,220   
MULTIMANAGER CORE BOND...................................  1.70%         B           $13.95        482   

MULTIMANAGER MID CAP GROWTH..............................  1.30%         B           $21.49        330   
MULTIMANAGER MID CAP GROWTH..............................  1.55%         B           $16.95         89   
MULTIMANAGER MID CAP GROWTH..............................  1.65%         B           $20.66        169   
MULTIMANAGER MID CAP GROWTH..............................  1.70%         B           $16.62         88   

MULTIMANAGER MID CAP VALUE...............................  1.30%         B           $22.18        198   
MULTIMANAGER MID CAP VALUE...............................  1.55%         B           $19.98         44   
MULTIMANAGER MID CAP VALUE...............................  1.65%         B           $21.33        128   
MULTIMANAGER MID CAP VALUE...............................  1.70%         B           $19.59         63   

MULTIMANAGER TECHNOLOGY..................................  1.20%         B           $11.97         14   
MULTIMANAGER TECHNOLOGY..................................  1.25%         B           $11.96         59   
MULTIMANAGER TECHNOLOGY..................................  1.30%         B           $21.70        195   
MULTIMANAGER TECHNOLOGY..................................  1.55%         B           $17.95        127   
MULTIMANAGER TECHNOLOGY..................................  1.65%         B           $20.86         72   
MULTIMANAGER TECHNOLOGY..................................  1.70%         B           $17.60         32   

NEUBERGER BERMAN ABSOLUTE RETURN MULTI-MANAGER PORTFOLIO.  1.20%   CLASS S SHARES    $ 9.84         20   
NEUBERGER BERMAN ABSOLUTE RETURN MULTI-MANAGER PORTFOLIO.  1.25%   CLASS S SHARES    $ 9.84         28   
NEUBERGER BERMAN ABSOLUTE RETURN MULTI-MANAGER PORTFOLIO.  1.30%   CLASS S SHARES    $ 9.84         10   
NEUBERGER BERMAN ABSOLUTE RETURN MULTI-MANAGER PORTFOLIO.  1.65%   CLASS S SHARES    $ 9.82          2   
NEUBERGER BERMAN ABSOLUTE RETURN MULTI-MANAGER PORTFOLIO.  1.70%   CLASS S SHARES    $ 9.81          5   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                              UNITS   
                                                       CONTRACT                            OUTSTANDING
                                                       CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                                       -------- --------------- ---------- -----------
                                                                                                      
NEUBERGER BERMAN INTERNATIONAL EQUITY PORTFOLIO.......  1.20%   CLASS S SHARES    $ 9.35          4   
NEUBERGER BERMAN INTERNATIONAL EQUITY PORTFOLIO.......  1.25%   CLASS S SHARES    $ 9.34          2   
NEUBERGER BERMAN INTERNATIONAL EQUITY PORTFOLIO.......  1.30%   CLASS S SHARES    $ 9.34         37   
NEUBERGER BERMAN INTERNATIONAL EQUITY PORTFOLIO.......  1.65%   CLASS S SHARES    $ 9.32         12   
NEUBERGER BERMAN INTERNATIONAL EQUITY PORTFOLIO.......  1.70%   CLASS S SHARES    $ 9.32         28   

PIMCO COMMODITYREALRETURN(R) STRATEGY PORTFOLIO.......  0.65%   ADVISOR CLASS     $ 6.81          1   
PIMCO COMMODITYREALRETURN(R) STRATEGY PORTFOLIO.......  1.20%   ADVISOR CLASS     $ 7.82         54   
PIMCO COMMODITYREALRETURN(R) STRATEGY PORTFOLIO.......  1.25%   ADVISOR CLASS     $ 7.81         61   
PIMCO COMMODITYREALRETURN(R) STRATEGY PORTFOLIO.......  1.30%   ADVISOR CLASS     $ 8.29      1,326   
PIMCO COMMODITYREALRETURN(R) STRATEGY PORTFOLIO.......  1.55%   ADVISOR CLASS     $ 8.18        119   
PIMCO COMMODITYREALRETURN(R) STRATEGY PORTFOLIO.......  1.65%   ADVISOR CLASS     $ 8.14        484   
PIMCO COMMODITYREALRETURN(R) STRATEGY PORTFOLIO.......  1.70%   ADVISOR CLASS     $ 8.12        265   

PIMCO EMERGING MARKETS BOND PORTFOLIO.................  1.20%   ADVISOR CLASS     $ 9.80         53   
PIMCO EMERGING MARKETS BOND PORTFOLIO.................  1.25%   ADVISOR CLASS     $ 9.79         40   
PIMCO EMERGING MARKETS BOND PORTFOLIO.................  1.30%   ADVISOR CLASS     $12.44        849   
PIMCO EMERGING MARKETS BOND PORTFOLIO.................  1.55%   ADVISOR CLASS     $12.28        146   
PIMCO EMERGING MARKETS BOND PORTFOLIO.................  1.65%   ADVISOR CLASS     $12.21        326   
PIMCO EMERGING MARKETS BOND PORTFOLIO.................  1.70%   ADVISOR CLASS     $12.18        193   

PIMCO GLOBAL BOND PORTFOLIO (UNHEDGED)................  1.20%   ADVISOR CLASS     $ 9.70         26   
PIMCO GLOBAL BOND PORTFOLIO (UNHEDGED)................  1.25%   ADVISOR CLASS     $ 9.70         31   

PIMCO GLOBAL MULTI-ASSET MANAGED ALLOCATION PORTFOLIO.  1.20%   ADVISOR CLASS     $10.18          6   
PIMCO GLOBAL MULTI-ASSET MANAGED ALLOCATION PORTFOLIO.  1.25%   ADVISOR CLASS     $10.18          4   

PIMCO REAL RETURN PORTFOLIO...........................  1.30%   ADVISOR CLASS     $11.43      3,349   
PIMCO REAL RETURN PORTFOLIO...........................  1.55%   ADVISOR CLASS     $11.28        392   
PIMCO REAL RETURN PORTFOLIO...........................  1.65%   ADVISOR CLASS     $11.22      1,486   
PIMCO REAL RETURN PORTFOLIO...........................  1.70%   ADVISOR CLASS     $11.19        700   

PIMCO TOTAL RETURN PORTFOLIO..........................  0.65%   ADVISOR CLASS     $10.96          2   
PIMCO TOTAL RETURN PORTFOLIO..........................  1.20%   ADVISOR CLASS     $10.17        221   
PIMCO TOTAL RETURN PORTFOLIO..........................  1.25%   ADVISOR CLASS     $10.16        299   
PIMCO TOTAL RETURN PORTFOLIO..........................  1.30%   ADVISOR CLASS     $11.68      6,307   
PIMCO TOTAL RETURN PORTFOLIO..........................  1.55%   ADVISOR CLASS     $11.53        694   
PIMCO TOTAL RETURN PORTFOLIO..........................  1.65%   ADVISOR CLASS     $11.47      2,541   
PIMCO TOTAL RETURN PORTFOLIO..........................  1.70%   ADVISOR CLASS     $11.44      1,407   

PROFUND VP BEAR.......................................  1.30%   COMMON SHARES     $ 3.56         36   
PROFUND VP BEAR.......................................  1.55%   COMMON SHARES     $ 3.52         25   
PROFUND VP BEAR.......................................  1.65%   COMMON SHARES     $ 3.50         33   
PROFUND VP BEAR.......................................  1.70%   COMMON SHARES     $ 3.49          2   

PROFUND VP BIOTECHNOLOGY..............................  0.65%   COMMON SHARES     $31.73          2   
PROFUND VP BIOTECHNOLOGY..............................  1.30%   COMMON SHARES     $32.54        779   
PROFUND VP BIOTECHNOLOGY..............................  1.55%   COMMON SHARES     $32.12         95   
PROFUND VP BIOTECHNOLOGY..............................  1.65%   COMMON SHARES     $31.95        220   
PROFUND VP BIOTECHNOLOGY..............................  1.70%   COMMON SHARES     $31.87        148   

PUTNAM VT ABSOLUTE RETURN 500 FUND....................  1.20%         B           $10.34         24   
PUTNAM VT ABSOLUTE RETURN 500 FUND....................  1.25%         B           $10.33         36   

PUTNAM VT DIVERSIFIED INCOME FUND.....................  1.20%         B           $ 9.62         45   
PUTNAM VT DIVERSIFIED INCOME FUND.....................  1.25%         B           $ 9.61         61   
PUTNAM VT DIVERSIFIED INCOME FUND.....................  1.30%         B           $ 9.61         91   
PUTNAM VT DIVERSIFIED INCOME FUND.....................  1.65%         B           $ 9.59         --   
PUTNAM VT DIVERSIFIED INCOME FUND.....................  1.70%         B           $ 9.59         12   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                           UNITS   
                                                    CONTRACT                            OUTSTANDING
                                                    CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                                    -------- --------------- ---------- -----------
                                                                                                   
QS LEGG MASON DYNAMIC MULTI-STRATEGY VIT PORTFOLIO.  1.20%      CLASS II       $10.05          7   
QS LEGG MASON DYNAMIC MULTI-STRATEGY VIT PORTFOLIO.  1.25%      CLASS II       $10.05          5   
QS LEGG MASON DYNAMIC MULTI-STRATEGY VIT PORTFOLIO.  1.30%      CLASS II       $10.05         41   
QS LEGG MASON DYNAMIC MULTI-STRATEGY VIT PORTFOLIO.  1.65%      CLASS II       $10.03          5   
QS LEGG MASON DYNAMIC MULTI-STRATEGY VIT PORTFOLIO.  1.70%      CLASS II       $10.02         12   

SEI VP BALANCED STRATEGY FUND......................  1.20%     CLASS III       $10.29         70   
SEI VP BALANCED STRATEGY FUND......................  1.25%     CLASS III       $10.28        151   

SEI VP CONSERVATIVE STRATEGY FUND..................  1.20%     CLASS III       $10.18         93   
SEI VP CONSERVATIVE STRATEGY FUND..................  1.25%     CLASS III       $10.17        408   

SEI VP MARKET GROWTH STRATEGY FUND.................  1.20%     CLASS III       $10.33        268   
SEI VP MARKET GROWTH STRATEGY FUND.................  1.25%     CLASS III       $10.32        207   

SEI VP MARKET PLUS STRATEGY FUND...................  1.20%     CLASS III       $10.48         29   
SEI VP MARKET PLUS STRATEGY FUND...................  1.25%     CLASS III       $10.47         65   

SEI VP MODERATE STRATEGY FUND......................  1.20%     CLASS III       $10.38         87   
SEI VP MODERATE STRATEGY FUND......................  1.25%     CLASS III       $10.37        320   

T. ROWE PRICE EQUITY INCOME PORTFOLIO-II...........  1.20%      CLASS II       $10.89         45   
T. ROWE PRICE EQUITY INCOME PORTFOLIO-II...........  1.25%      CLASS II       $10.88        119   

T. ROWE PRICE HEALTH SCIENCES PORTFOLIO-II.........  0.30%      CLASS II       $13.78         --   
T. ROWE PRICE HEALTH SCIENCES PORTFOLIO-II.........  0.65%      CLASS II       $29.27          2   
T. ROWE PRICE HEALTH SCIENCES PORTFOLIO-II.........  1.20%      CLASS II       $13.63        284   
T. ROWE PRICE HEALTH SCIENCES PORTFOLIO-II.........  1.25%      CLASS II       $13.62        189   
T. ROWE PRICE HEALTH SCIENCES PORTFOLIO-II.........  1.30%      CLASS II       $32.49      1,356   
T. ROWE PRICE HEALTH SCIENCES PORTFOLIO-II.........  1.55%      CLASS II       $32.07        155   
T. ROWE PRICE HEALTH SCIENCES PORTFOLIO-II.........  1.65%      CLASS II       $31.91        349   
T. ROWE PRICE HEALTH SCIENCES PORTFOLIO-II.........  1.70%      CLASS II       $31.82        293   

TEMPLETON DEVELOPING MARKETS VIP FUND..............  1.30%      CLASS 2        $ 9.80        503   
TEMPLETON DEVELOPING MARKETS VIP FUND..............  1.55%      CLASS 2        $ 9.68         65   
TEMPLETON DEVELOPING MARKETS VIP FUND..............  1.65%      CLASS 2        $ 9.63        178   
TEMPLETON DEVELOPING MARKETS VIP FUND..............  1.70%      CLASS 2        $ 9.60         94   

TEMPLETON FOREIGN VIP FUND.........................  1.30%      CLASS 2        $11.82        462   
TEMPLETON FOREIGN VIP FUND.........................  1.55%      CLASS 2        $11.67         38   
TEMPLETON FOREIGN VIP FUND.........................  1.65%      CLASS 2        $11.60        150   
TEMPLETON FOREIGN VIP FUND.........................  1.70%      CLASS 2        $11.57        172   

TEMPLETON GLOBAL BOND VIP FUND.....................  0.65%      CLASS 2        $11.40          1   
TEMPLETON GLOBAL BOND VIP FUND.....................  1.20%      CLASS 2        $10.08        343   
TEMPLETON GLOBAL BOND VIP FUND.....................  1.25%      CLASS 2        $10.07        574   
TEMPLETON GLOBAL BOND VIP FUND.....................  1.30%      CLASS 2        $12.72      5,711   
TEMPLETON GLOBAL BOND VIP FUND.....................  1.55%      CLASS 2        $12.56        616   
TEMPLETON GLOBAL BOND VIP FUND.....................  1.65%      CLASS 2        $12.49      2,107   
TEMPLETON GLOBAL BOND VIP FUND.....................  1.70%      CLASS 2        $12.46      1,431   

TEMPLETON GROWTH VIP FUND..........................  1.30%      CLASS 2        $13.99        116   
TEMPLETON GROWTH VIP FUND..........................  1.55%      CLASS 2        $13.82         15   
TEMPLETON GROWTH VIP FUND..........................  1.65%      CLASS 2        $13.75         21   
TEMPLETON GROWTH VIP FUND..........................  1.70%      CLASS 2        $13.71          2   

VAN ECK VIP GLOBAL HARD ASSETS FUND................  0.65%   CLASS S SHARES    $ 8.24          1   
VAN ECK VIP GLOBAL HARD ASSETS FUND................  1.20%   CLASS S SHARES    $ 7.77         51   
VAN ECK VIP GLOBAL HARD ASSETS FUND................  1.25%   CLASS S SHARES    $ 7.77         43   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED)                                

DECEMBER 31, 2014                                                               

                                                        [Enlarge/Download Table]

                                                                                             UNITS   
                                                      CONTRACT                            OUTSTANDING
                                                      CHARGES*   SHARE CLASS** UNIT VALUE (000'S)*** 
                                                      -------- --------------- ---------- -----------
                                                                                                     
VAN ECK VIP GLOBAL HARD ASSETS FUND..................  1.30%   CLASS S SHARES    $9.49       1,980   
VAN ECK VIP GLOBAL HARD ASSETS FUND..................  1.55%   CLASS S SHARES    $9.36         246   
VAN ECK VIP GLOBAL HARD ASSETS FUND..................  1.65%   CLASS S SHARES    $9.31         572   
VAN ECK VIP GLOBAL HARD ASSETS FUND..................  1.70%   CLASS S SHARES    $9.29         277   

VAN ECK VIP UNCONSTRAINED EMERGING MARKETS BOND FUND.  1.20%   INITIAL CLASS     $9.84          21   
VAN ECK VIP UNCONSTRAINED EMERGING MARKETS BOND FUND.  1.25%   INITIAL CLASS     $9.84          12   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Contract charges reflect the annual mortality, expense risk, financial       
accounting and other expenses related to the Variable Investment Options. 
** Share class reflects the share class of the Portfolio in which the units of  
 the Variable Investment Option are invested, as further described in Note 5
of these financial statements.                                            
***Variable Investment Options where Units Outstanding are less than 500 are    
denoted by a --.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS                                                        

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                            7TWELVE/TM/                                                                            ALL ASSET   
                              BALANCED       ALL ASSET          ALL ASSET          ALL ASSET        ALL ASSET       MODERATE   
                             PORTFOLIO   AGGRESSIVE-ALT 25* AGGRESSIVE-ALT 50* AGGRESSIVE-ALT 75* GROWTH-ALT 20* GROWTH-ALT 15*
                            -----------  ------------------ ------------------ ------------------ -------------- --------------
                                                                                                                               
INCOME AND EXPENSES:                                                                                                           
 Investment Income:                                                                                                            
   Dividends from the                                                                                                          
    Portfolios............. $   257,198      $  91,818           $122,219          $ 141,745        $ 178,502      $ 141,133   
 Expenses:                                                                                                                     
   Asset-based charges.....   1,089,186         61,475              2,053              3,010          160,699         75,980   
                            -----------      ---------           --------          ---------        ---------      ---------   

NET INVESTMENT INCOME                                                                                                          
 (LOSS)....................    (831,988)        30,343            120,166            138,735           17,803         65,153   
                            -----------      ---------           --------          ---------        ---------      ---------   

NET REALIZED AND                                                                                                               
 UNREALIZED GAIN (LOSS)                                                                                                        
 ON INVESTMENTS:                                                                                                               
   Net realized gain                                                                                                           
    (loss) on investments..     652,779         51,272                936                458           75,621         26,682   
   Net realized gain                                                                                                           
    distribution from                                                                                                          
    the Portfolios.........     170,711         62,849                 --                 --          289,155         63,036   
                            -----------      ---------           --------          ---------        ---------      ---------   
 Net realized gain                                                                                                             
   (loss) on investments...     823,490        114,121                936                458          364,776         89,718   
                            -----------      ---------           --------          ---------        ---------      ---------   

 Net change in                                                                                                                 
   unrealized                                                                                                                  
   appreciation                                                                                                                
   (depreciation) of                                                                                                           
   investments.............  (2,067,253)      (166,724)           (54,929)          (147,407)        (291,122)      (156,869)  
                            -----------      ---------           --------          ---------        ---------      ---------   

NET REALIZED AND                                                                                                               
 UNREALIZED GAIN (LOSS)                                                                                                        
 ON INVESTMENTS............  (1,243,763)       (52,603)           (53,993)          (146,949)          73,654        (67,151)  
                            -----------      ---------           --------          ---------        ---------      ---------   

NET INCREASE (DECREASE)                                                                                                        
 IN NET ASSETS RESULTING                                                                                                       
 FROM OPERATIONS........... $(2,075,751)     $ (22,260)          $ 66,173          $  (8,214)       $  91,457      $  (1,998)  
                            ===========      =========           ========          =========        =========      =========   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                            ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN
                              VPS BALANCED       VPS GLOBAL      VPS GROWTH AND   VPS INTERNATIONAL  VPS REAL ESTATE 
                             WEALTH STRATEGY   THEMATIC GROWTH       INCOME            GROWTH          INVESTMENT    
                               PORTFOLIO**     PORTFOLIO**(1)    PORTFOLIO**(1)      PORTFOLIO**     PORTFOLIO**(1)  
                            ----------------- ----------------- ----------------- ----------------- -----------------
                                                                                                                     
INCOME AND EXPENSES:                                                                                                 
 Investment Income:                                                                                                  
   Dividends from the                                                                                                
    Portfolios.............     $ 127,058           $  --              $--            $      --          $   --      
 Expenses:                                                                                                           
   Asset-based charges.....        75,318               8                9              117,138             117      
                                ---------           -----              ---            ---------          ------      

NET INVESTMENT INCOME                                                                                                
 (LOSS)....................        51,740              (8)              (9)            (117,138)           (117)     
                                ---------           -----              ---            ---------          ------      

NET REALIZED AND                                                                                                     
 UNREALIZED GAIN (LOSS)                                                                                              
 ON INVESTMENTS:                                                                                                     
   Net realized gain                                                                                                 
    (loss) on investments..       157,526              --                8               89,106               7      
   Net realized gain                                                                                                 
    distribution from                                                                                                
    the Portfolios.........       812,563              --               --                   --              --      
                                ---------           -----              ---            ---------          ------      
 Net realized gain                                                                                                   
   (loss) on investments...       970,089              --                8               89,106               7      
                                ---------           -----              ---            ---------          ------      

 Net change in                                                                                                       
   unrealized                                                                                                        
   appreciation                                                                                                      
   (depreciation) of                                                                                                 
   investments.............      (735,266)           (152)              84             (240,800)          2,532      
                                ---------           -----              ---            ---------          ------      

NET REALIZED AND                                                                                                     
 UNREALIZED GAIN (LOSS)                                                                                              
 ON INVESTMENTS............       234,823            (152)              92             (151,694)          2,539      
                                ---------           -----              ---            ---------          ------      

NET INCREASE (DECREASE)                                                                                              
 IN NET ASSETS RESULTING                                                                                             
 FROM OPERATIONS...........     $ 286,563           $(160)             $83            $(268,832)         $2,422      
                                =========           =====              ===            =========          ======      
                                                                [Download Table]

                            ALLIANCEBERNSTEIN
                              VPS SMALL/MID  
                                CAP VALUE    
                             PORTFOLIO**(1)  
                            -----------------
                                             
INCOME AND EXPENSES:                         
 Investment Income:                          
   Dividends from the                        
    Portfolios.............      $   --      
 Expenses:                                   
   Asset-based charges.....         252      
                                 ------      

NET INVESTMENT INCOME                        
 (LOSS)....................        (252)     
                                 ------      

NET REALIZED AND                             
 UNREALIZED GAIN (LOSS)                      
 ON INVESTMENTS:                             
   Net realized gain                         
    (loss) on investments..           1      
   Net realized gain                         
    distribution from                        
    the Portfolios.........          --      
                                 ------      
 Net realized gain                           
   (loss) on investments...           1      
                                 ------      

 Net change in                               
   unrealized                                
   appreciation                              
   (depreciation) of                         
   investments.............       3,988      
                                 ------      

NET REALIZED AND                             
 UNREALIZED GAIN (LOSS)                      
 ON INVESTMENTS............       3,989      
                                 ------      

NET INCREASE (DECREASE)                      
 IN NET ASSETS RESULTING                     
 FROM OPERATIONS...........      $3,737      
                                 ======      

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
**Denotes Variable Investment Options that invest in shares of a Portfolio of   
AllianceBernstein Variable Product Series Fund, Inc., an affiliate of AXA   
Equitable.                                                                  
(1)Units were made available on September 22, 2014.                             

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                               AMERICAN                                       AMERICAN FUNDS       AMERICAN         AMERICAN    
                              CENTURY VP        AMERICAN        AMERICAN    INSURANCE SERIES(R) FUNDS INSURANCE FUNDS INSURANCE 
                               INFLATION    CENTURY VP LARGE CENTURY VP MID  ASSET ALLOCATION   SERIES(R) BOND  SERIES(R) GLOBAL
                            PROTECTION FUND  COMPANY VALUE   CAP VALUE FUND      FUND/SM/          FUND/SM/     GROWTH FUND/SM/ 
                            --------------- ---------------- -------------- ------------------- --------------- ----------------
                                                                                                                                
INCOME AND EXPENSES:                                                                                                            
 Investment Income:                                                                                                             
   Dividends from the                                                                                                           
    Portfolios.............    $ 14,593         $ 31,283       $  365,600        $107,402          $170,546         $ 13,424    
 Expenses:                                                                                                                      
   Asset-based charges.....      11,981           35,215          507,179          43,473            59,933            7,892    
                               --------         --------       ----------        --------          --------         --------    

NET INVESTMENT INCOME                                                                                                           
 (LOSS)....................       2,612           (3,932)        (141,579)         63,929           110,613            5,532    
                               --------         --------       ----------        --------          --------         --------    

NET REALIZED AND                                                                                                                
 UNREALIZED GAIN (LOSS)                                                                                                         
 ON INVESTMENTS:                                                                                                                
   Net realized gain                                                                                                            
    (loss) on investments..         398          190,582          817,718          (1,135)            2,010          (10,215)   
   Net realized gain                                                                                                            
    distribution from                                                                                                           
    the Portfolios.........       7,459               --        2,017,077         145,297             1,108           41,093    
                               --------         --------       ----------        --------          --------         --------    
 Net realized gain                                                                                                              
   (loss) on investments...       7,857          190,582        2,834,795         144,162             3,118           30,878    
                               --------         --------       ----------        --------          --------         --------    

 Net change in                                                                                                                  
   unrealized                                                                                                                   
   appreciation                                                                                                                 
   (depreciation) of                                                                                                            
   investments.............     (36,864)          68,190        2,292,870         (62,632)          (11,822)          (7,382)   
                               --------         --------       ----------        --------          --------         --------    

NET REALIZED AND                                                                                                                
 UNREALIZED GAIN (LOSS)                                                                                                         
 ON INVESTMENTS............     (29,007)         258,772        5,127,665          81,530            (8,704)          23,496    
                               --------         --------       ----------        --------          --------         --------    

NET INCREASE (DECREASE)                                                                                                         
 IN NET ASSETS RESULTING                                                                                                        
 FROM OPERATIONS...........    $(26,395)        $254,840       $4,986,086        $145,459          $101,909         $ 29,028    
                               ========         ========       ==========        ========          ========         ========    

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                              AMERICAN FUNDS                          AMERICAN FUNDS      AMERICAN FUNDS                       
                            INSURANCE SERIES(R)   AMERICAN FUNDS    INSURANCE SERIES(R) INSURANCE SERIES(R)                    
                               GLOBAL SMALL     INSURANCE SERIES(R)    INTERNATIONAL       MANAGED RISK       AMERICAN FUNDS   
                              CAPITALIZATION       GROWTH-INCOME        GROWTH AND       ASSET ALLOCATION   INSURANCE SERIES(R)
                                 FUND/SM/            FUND/SM/         INCOME FUND/SM/        FUND/SM/        NEW WORLD FUND(R) 
                            ------------------- ------------------- ------------------- ------------------- -------------------
                                                                                                                               
INCOME AND EXPENSES:                                                                                                           
 Investment Income:                                                                                                            
   Dividends from the                                                                                                          
    Portfolios.............      $  4,734             $18,600            $  48,810           $  3,129           $   215,760    
 Expenses:                                                                                                                     
   Asset-based charges.....        65,210               9,753               11,829             59,102               197,308    
                                 --------             -------            ---------           --------           -----------    

NET INVESTMENT INCOME                                                                                                          
 (LOSS)....................       (60,476)              8,847               36,981            (55,973)               18,452    
                                 --------             -------            ---------           --------           -----------    

NET REALIZED AND                                                                                                               
 UNREALIZED GAIN (LOSS)                                                                                                        
 ON INVESTMENTS:                                                                                                               
   Net realized gain                                                                                                           
    (loss) on investments..        55,092               2,636               16,300             68,846               (41,562)   
   Net realized gain                                                                                                           
    distribution from                                                                                                          
    the Portfolios.........        19,510              30,392                8,352                 --             1,171,824    
                                 --------             -------            ---------           --------           -----------    
 Net realized gain                                                                                                             
   (loss) on investments...        74,602              33,028               24,652             68,846             1,130,262    
                                 --------             -------            ---------           --------           -----------    

 Net change in                                                                                                                 
   unrealized                                                                                                                  
   appreciation                                                                                                                
   (depreciation) of                                                                                                           
   investments.............       (69,093)             26,094             (143,952)            65,081            (3,075,855)   
                                 --------             -------            ---------           --------           -----------    

NET REALIZED AND                                                                                                               
 UNREALIZED GAIN (LOSS)                                                                                                        
 ON INVESTMENTS............         5,509              59,122             (119,300)           133,927            (1,945,593)   
                                 --------             -------            ---------           --------           -----------    

NET INCREASE (DECREASE)                                                                                                        
 IN NET ASSETS RESULTING                                                                                                       
 FROM OPERATIONS...........      $(54,967)            $67,969            $ (82,319)          $ 77,954           $(1,927,141)   
                                 ========             =======            =========           ========           ===========    
                                                                [Download Table]


                            AXA 400 MANAGED
                              VOLATILITY*  
                            ---------------
                                           
INCOME AND EXPENSES:                       
 Investment Income:                        
   Dividends from the                      
    Portfolios.............   $  306,146   
 Expenses:                                 
   Asset-based charges.....    1,108,771   
                              ----------   

NET INVESTMENT INCOME                      
 (LOSS)....................     (802,625)  
                              ----------   

NET REALIZED AND                           
 UNREALIZED GAIN (LOSS)                    
 ON INVESTMENTS:                           
   Net realized gain                       
    (loss) on investments..    2,934,564   
   Net realized gain                       
    distribution from                      
    the Portfolios.........    3,598,809   
                              ----------   
 Net realized gain                         
   (loss) on investments...    6,533,373   
                              ----------   

 Net change in                             
   unrealized                              
   appreciation                            
   (depreciation) of                       
   investments.............     (344,281)  
                              ----------   

NET REALIZED AND                           
 UNREALIZED GAIN (LOSS)                    
 ON INVESTMENTS............    6,189,092   
                              ----------   

NET INCREASE (DECREASE)                    
 IN NET ASSETS RESULTING                   
 FROM OPERATIONS...........   $5,386,467   
                              ==========   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                                                                                        AXA     
                                             AXA 2000                                               CONSERVATIVE
                            AXA 500 MANAGED   MANAGED    AXA AGGRESSIVE AXA AGGRESSIVE AXA BALANCED    GROWTH   
                              VOLATILITY*   VOLATILITY*   ALLOCATION*     STRATEGY*     STRATEGY*    STRATEGY*  
                            --------------- -----------  -------------- -------------- ------------ ------------
                                                                                                                
INCOME AND EXPENSES:                                                                                            
 Investment Income:                                                                                             
   Dividends from the                                                                                           
    Portfolios.............   $ 1,037,565   $   120,841   $   331,771    $22,878,076   $24,331,329  $10,421,262 
 Expenses:                                                                                                      
   Asset-based charges.....     2,647,612     1,172,318       307,600     16,590,477    27,648,601   13,334,703 
                              -----------   -----------   -----------    -----------   -----------  ----------- 

NET INVESTMENT INCOME                                                                                           
 (LOSS)....................    (1,610,047)   (1,051,477)       24,171      6,287,599    (3,317,272)  (2,913,441)
                              -----------   -----------   -----------    -----------   -----------  ----------- 

NET REALIZED AND                                                                                                
 UNREALIZED GAIN (LOSS)                                                                                         
 ON INVESTMENTS:                                                                                                
   Net realized gain                                                                                            
    (loss) on investments..     8,497,439     2,144,807       466,417      6,880,343    18,277,001   10,523,992 
   Net realized gain                                                                                            
    distribution from                                                                                           
    the Portfolios.........     6,224,773     4,004,145     1,909,446     28,003,494    35,977,834   13,635,124 
                              -----------   -----------   -----------    -----------   -----------  ----------- 
 Net realized gain                                                                                              
   (loss) on investments...    14,722,212     6,148,952     2,375,863     34,883,837    54,254,835   24,159,116 
                              -----------   -----------   -----------    -----------   -----------  ----------- 

 Net change in                                                                                                  
   unrealized                                                                                                   
   appreciation                                                                                                 
   (depreciation) of                                                                                            
   investments.............     5,879,376    (2,915,103)   (1,723,630)    17,002,624     6,561,423      991,346 
                              -----------   -----------   -----------    -----------   -----------  ----------- 

NET REALIZED AND                                                                                                
 UNREALIZED GAIN (LOSS)                                                                                         
 ON INVESTMENTS............    20,601,588     3,233,849       652,233     51,886,461    60,816,258   25,150,462 
                              -----------   -----------   -----------    -----------   -----------  ----------- 

NET INCREASE (DECREASE)                                                                                         
 IN NET ASSETS RESULTING                                                                                        
 FROM OPERATIONS...........   $18,991,541   $ 2,182,372   $   676,404    $58,174,060   $57,498,986  $22,237,021 
                              ===========   ===========   ===========    ===========   ===========  =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                                                                AXA           AXA           AXA     
                                             AXA GLOBAL EQUITY     AXA     INTERNATIONAL INTERNATIONAL INTERNATIONAL
                            AXA CONSERVATIVE      MANAGED        GROWTH    CORE MANAGED     MANAGED    VALUE MANAGED
                               STRATEGY*        VOLATILITY*     STRATEGY*   VOLATILITY*   VOLATILITY*   VOLATILITY* 
                            ---------------- ----------------- ----------- ------------- ------------- -------------
                                                                                                                    
INCOME AND EXPENSES:                                                                                                
 Investment Income:                                                                                                 
   Dividends from the                                                                                               
    Portfolios.............   $ 4,530,344        $ 147,102     $31,938,890  $   168,316  $  1,030,630    $  70,380  
 Expenses:                                                                                                          
   Asset-based charges.....     7,750,094          204,291      27,560,563      152,020     1,788,616       61,591  
                              -----------        ---------     -----------  -----------  ------------    ---------  

NET INVESTMENT INCOME                                                                                               
 (LOSS)....................    (3,219,750)         (57,189)      4,378,327       16,296      (757,986)       8,789  
                              -----------        ---------     -----------  -----------  ------------    ---------  

NET REALIZED AND                                                                                                    
 UNREALIZED GAIN (LOSS)                                                                                             
 ON INVESTMENTS:                                                                                                    
   Net realized gain                                                                                                
    (loss) on investments..     5,319,349          375,873      14,898,681      348,938       745,973      116,665  
   Net realized gain                                                                                                
    distribution from                                                                                               
    the Portfolios.........     4,260,117               --      49,734,730           --     2,093,706           --  
                              -----------        ---------     -----------  -----------  ------------    ---------  
 Net realized gain                                                                                                  
   (loss) on investments...     9,579,466          375,873      64,633,411      348,938     2,839,679      116,665  
                              -----------        ---------     -----------  -----------  ------------    ---------  

 Net change in                                                                                                      
   unrealized                                                                                                       
   appreciation                                                                                                     
   (depreciation) of                                                                                                
   investments.............        55,766         (309,319)     13,603,278   (1,515,429)  (11,680,619)    (486,336) 
                              -----------        ---------     -----------  -----------  ------------    ---------  

NET REALIZED AND                                                                                                    
 UNREALIZED GAIN (LOSS)                                                                                             
 ON INVESTMENTS............     9,635,232           66,554      78,236,689   (1,166,491)   (8,840,940)    (369,671) 
                              -----------        ---------     -----------  -----------  ------------    ---------  

NET INCREASE (DECREASE)                                                                                             
 IN NET ASSETS RESULTING                                                                                            
 FROM OPERATIONS...........   $ 6,415,482        $   9,365     $82,615,016  $(1,150,195) $ (9,598,926)   $(360,882) 
                              ===========        =========     ===========  ===========  ============    =========  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                           AXA LARGE                                                            
                            AXA LARGE CAP CAP GROWTH  AXA LARGE CAP AXA MID CAP VALUE              AXA MODERATE 
                            CORE MANAGED    MANAGED   VALUE MANAGED      MANAGED      AXA MODERATE    GROWTH    
                             VOLATILITY*  VOLATILITY*  VOLATILITY*     VOLATILITY*    ALLOCATION*   STRATEGY*   
                            ------------- ----------- ------------- ----------------- ------------ ------------ 
                                                                                                                
INCOME AND EXPENSES:                                                                                            
 Investment Income:                                                                                             
   Dividends from the                                                                                           
    Portfolios.............   $ 70,197    $   38,876   $  256,985      $   59,473     $   971,886  $ 58,587,809 
 Expenses:                                                                                                      
   Asset-based charges.....     83,774       244,892      202,075         141,656       1,082,385    63,090,532 
                              --------    ----------   ----------      ----------     -----------  ------------ 

NET INVESTMENT INCOME                                                                                           
 (LOSS)....................    (13,577)     (206,016)      54,910         (82,183)       (110,499)   (4,502,723)
                              --------    ----------   ----------      ----------     -----------  ------------ 

NET REALIZED AND                                                                                                
 UNREALIZED GAIN (LOSS)                                                                                         
 ON INVESTMENTS:                                                                                                
   Net realized gain                                                                                            
    (loss) on investments..    252,197     1,183,275      573,251         586,937         671,800    53,239,839 
   Net realized gain                                                                                            
    distribution from                                                                                           
    the Portfolios.........    305,797            --           --              --       3,741,955   101,635,370 
                              --------    ----------   ----------      ----------     -----------  ------------ 
 Net realized gain                                                                                              
   (loss) on investments...    557,994     1,183,275      573,251         586,937       4,413,755   154,875,209 
                              --------    ----------   ----------      ----------     -----------  ------------ 

 Net change in                                                                                                  
   unrealized                                                                                                   
   appreciation                                                                                                 
   (depreciation) of                                                                                            
   investments.............      3,484       555,656      689,513         432,947      (3,065,698)    5,527,153 
                              --------    ----------   ----------      ----------     -----------  ------------ 

NET REALIZED AND                                                                                                
 UNREALIZED GAIN (LOSS)                                                                                         
 ON INVESTMENTS............    561,478     1,738,931    1,262,764       1,019,884       1,348,057   160,402,362 
                              --------    ----------   ----------      ----------     -----------  ------------ 

NET INCREASE (DECREASE)                                                                                         
 IN NET ASSETS RESULTING                                                                                        
 FROM OPERATIONS...........   $547,901    $1,532,915   $1,317,674      $  937,701     $ 1,237,558  $155,899,639 
                              ========    ==========   ==========      ==========     ===========  ============ 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                                                                                     AXA/FRANKLIN
                                                                        AXA/FRANKLIN  AXA/FRANKLIN    TEMPLETON  
                                                            AXA ULTRA     BALANCED   SMALL CAP VALUE  ALLOCATION 
                             AXA MODERATE-   AXA SMARTBETA CONSERVATIVE   MANAGED        MANAGED       MANAGED   
                            PLUS ALLOCATION*    EQUITY*     STRATEGY*   VOLATILITY*    VOLATILITY*   VOLATILITY* 
                            ---------------- ------------- ------------ ------------ --------------- ------------
                                                                                                                 
INCOME AND EXPENSES:                                                                                             
 Investment Income:                                                                                              
   Dividends from the                                                                                            
    Portfolios.............   $   621,000      $204,949      $11,593      $211,976      $   1,758      $198,213  
 Expenses:                                                                                                       
   Asset-based charges.....       615,894         1,777       16,463       122,474        163,812       148,548  
                              -----------      --------      -------      --------      ---------      --------  

NET INVESTMENT INCOME                                                                                            
 (LOSS)....................         5,106       203,172       (4,870)       89,502       (162,054)       49,665  
                              -----------      --------      -------      --------      ---------      --------  

NET REALIZED AND                                                                                                 
 UNREALIZED GAIN (LOSS)                                                                                          
 ON INVESTMENTS:                                                                                                 
   Net realized gain                                                                                             
    (loss) on investments..       549,140           335        8,638       181,026        801,652       322,423  
   Net realized gain                                                                                             
    distribution from                                                                                            
    the Portfolios.........     3,142,270        81,413        6,105            --             --        41,492  
                              -----------      --------      -------      --------      ---------      --------  
 Net realized gain                                                                                               
   (loss) on investments...     3,691,410        81,748       14,743       181,026        801,652       363,915  
                              -----------      --------      -------      --------      ---------      --------  

 Net change in                                                                                                   
   unrealized                                                                                                    
   appreciation                                                                                                  
   (depreciation) of                                                                                             
   investments.............    (2,602,627)      484,377       (3,091)      105,215       (563,192)      (56,776) 
                              -----------      --------      -------      --------      ---------      --------  

NET REALIZED AND                                                                                                 
 UNREALIZED GAIN (LOSS)                                                                                          
 ON INVESTMENTS............     1,088,783       566,125       11,652       286,241        238,460       307,139  
                              -----------      --------      -------      --------      ---------      --------  

NET INCREASE (DECREASE)                                                                                          
 IN NET ASSETS RESULTING                                                                                         
 FROM OPERATIONS...........   $ 1,093,889      $769,297      $ 6,782      $375,743      $  76,406      $356,804  
                              ===========      ========      =======      ========      =========      ========  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                         AXA/MUTUAL                                                            
                                          LARGE CAP  AXA/TEMPLETON  BLACKROCK                       BLACKROCK  
                             AXA/LOOMIS    EQUITY    GLOBAL EQUITY    GLOBAL     BLACKROCK GLOBAL   LARGE CAP  
                               SAYLES      MANAGED      MANAGED     ALLOCATION  OPPORTUNITIES V.I.   GROWTH    
                              GROWTH*    VOLATILITY*  VOLATILITY*   V.I. FUND          FUND         V.I. FUND  
                            -----------  ----------- ------------- -----------  ------------------ ----------- 
                                                                                                               
INCOME AND EXPENSES:                                                                                           
 Investment Income:                                                                                            
   Dividends from the                                                                                          
    Portfolios............. $    17,815   $ 67,812     $ 248,064   $ 1,855,360      $  10,810      $    87,433 
 Expenses:                                                                                                     
   Asset-based charges.....     215,590     49,330       239,863     1,042,927          9,050          268,261 
                            -----------   --------     ---------   -----------      ---------      ----------- 

NET INVESTMENT INCOME                                                                                          
 (LOSS)....................    (197,775)    18,482         8,201       812,433          1,760         (180,828)
                            -----------   --------     ---------   -----------      ---------      ----------- 

NET REALIZED AND                                                                                               
 UNREALIZED GAIN (LOSS)                                                                                        
 ON INVESTMENTS:                                                                                               
   Net realized gain                                                                                           
    (loss) on investments..     392,672    125,174       597,418       819,336           (704)         783,417 
   Net realized gain                                                                                           
    distribution from                                                                                          
    the Portfolios.........   5,092,244         --            --     7,117,743         63,515        3,249,751 
                            -----------   --------     ---------   -----------      ---------      ----------- 
 Net realized gain                                                                                             
   (loss) on investments...   5,484,916    125,174       597,418     7,937,079         62,811        4,033,168 
                            -----------   --------     ---------   -----------      ---------      ----------- 

 Net change in                                                                                                 
   unrealized                                                                                                  
   appreciation                                                                                                
   (depreciation) of                                                                                           
   investments.............  (4,314,458)   108,579      (713,705)   (8,492,557)      (105,684)      (1,442,386)
                            -----------   --------     ---------   -----------      ---------      ----------- 

NET REALIZED AND                                                                                               
 UNREALIZED GAIN (LOSS)                                                                                        
 ON INVESTMENTS............   1,170,458    233,753      (116,287)     (555,478)       (42,873)       2,590,782 
                            -----------   --------     ---------   -----------      ---------      ----------- 

NET INCREASE (DECREASE)                                                                                        
 IN NET ASSETS RESULTING                                                                                       
 FROM OPERATIONS........... $   972,683   $252,235     $(108,086)  $   256,955      $ (41,113)     $ 2,409,954 
                            ===========   ========     =========   ===========      =========      =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                          CHARTER/SM/                                                                      
                            CHARTER/SM/ ALTERNATIVE 100    CHARTER/SM       CHARTER/SM                                     
                            AGGRESSIVE   CONSERVATIVE   /ALTERNATIVE 100 /ALTERNATIVE 100  CHARTER/SM/                     
                             GROWTH*         PLUS*          GROWTH*         MODERATE*     CONSERVATIVE* CHARTER/SM/ EQUITY*
                            ----------  --------------- ---------------- ---------------- ------------- -----------------  
                                                                                                                           
INCOME AND EXPENSES:                                                                                                       
 Investment Income:                                                                                                        
   Dividends from the                                                                                                      
    Portfolios.............  $103,539      $101,946        $ 120,212        $ 138,373       $ 239,383       $ 58,631       
 Expenses:                                                                                                                 
   Asset-based charges.....    21,180        16,223           13,526           26,198          55,903          5,682       
                             --------      --------        ---------        ---------       ---------       --------       

NET INVESTMENT INCOME                                                                                                      
 (LOSS)....................    82,359        85,723          106,686          112,175         183,480         52,949       
                             --------      --------        ---------        ---------       ---------       --------       

NET REALIZED AND                                                                                                           
 UNREALIZED GAIN (LOSS)                                                                                                    
 ON INVESTMENTS:                                                                                                           
   Net realized gain                                                                                                       
    (loss) on investments..     9,986        13,950             (381)           6,986          (5,175)         5,265       
   Net realized gain                                                                                                       
    distribution from                                                                                                      
    the Portfolios.........     9,181            --               --               --           3,181         66,937       
                             --------      --------        ---------        ---------       ---------       --------       
 Net realized gain                                                                                                         
   (loss) on investments...    19,167        13,950             (381)           6,986          (1,994)        72,202       
                             --------      --------        ---------        ---------       ---------       --------       

 Net change in                                                                                                             
   unrealized                                                                                                              
   appreciation                                                                                                            
   (depreciation) of                                                                                                       
   investments.............   (97,687)      (94,512)        (282,922)        (265,950)       (180,438)       (16,887)      
                             --------      --------        ---------        ---------       ---------       --------       

NET REALIZED AND                                                                                                           
 UNREALIZED GAIN (LOSS)                                                                                                    
 ON INVESTMENTS............   (78,520)      (80,562)        (283,303)        (258,964)       (182,432)        55,315       
                             --------      --------        ---------        ---------       ---------       --------       

NET INCREASE (DECREASE)                                                                                                    
 IN NET ASSETS RESULTING                                                                                                   
 FROM OPERATIONS...........  $  3,839      $  5,161        $(176,617)       $(146,789)      $   1,048       $108,264       
                             ========      ========        =========        =========       =========       ========       

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                                                           CHARTER/SM/   CHARTER/SM/   CHARTER/SM/ 
                              CHARTER/SM   CHARTER/SM/ CHARTER/SM/ INCOME INTEREST RATE INTERNATIONAL INTERNATIONAL
                            /FIXED INCOME*  GROWTH*      STRATEGIES*       STRATEGIES*  CONSERVATIVE*    GROWTH*   
                            -------------- ----------  ----------------   ------------- ------------- -------------
                                                                                                                   
INCOME AND EXPENSES:                                                                                               
 Investment Income:                                                                                                
   Dividends from the                                                                                              
    Portfolios.............    $114,004    $ 203,825       $191,780         $ 207,908     $ 132,137     $ 136,263  
 Expenses:                                                                                                         
   Asset-based charges.....       7,012       83,384         15,057            35,330         2,607         4,883  
                               --------    ---------       --------         ---------     ---------     ---------  

NET INVESTMENT INCOME                                                                                              
 (LOSS)....................     106,992      120,441        176,723           172,578       129,530       131,380  
                               --------    ---------       --------         ---------     ---------     ---------  

NET REALIZED AND                                                                                                   
 UNREALIZED GAIN (LOSS)                                                                                            
 ON INVESTMENTS:                                                                                                   
   Net realized gain                                                                                               
    (loss) on investments..       1,123       29,214          9,871            74,828          (566)       (7,417) 
   Net realized gain                                                                                               
    distribution from                                                                                              
    the Portfolios.........          --       37,127         25,802            10,440            --            --  
                               --------    ---------       --------         ---------     ---------     ---------  
 Net realized gain                                                                                                 
   (loss) on investments...       1,123       66,341         35,673            85,268          (566)       (7,417) 
                               --------    ---------       --------         ---------     ---------     ---------  

 Net change in                                                                                                     
   unrealized                                                                                                      
   appreciation                                                                                                    
   (depreciation) of                                                                                               
   investments.............     (51,853)    (116,838)       (48,412)         (169,365)     (164,687)     (148,659) 
                               --------    ---------       --------         ---------     ---------     ---------  

NET REALIZED AND                                                                                                   
 UNREALIZED GAIN (LOSS)                                                                                            
 ON INVESTMENTS............     (50,730)     (50,497)       (12,739)          (84,097)     (165,253)     (156,076) 
                               --------    ---------       --------         ---------     ---------     ---------  

NET INCREASE (DECREASE)                                                                                            
 IN NET ASSETS RESULTING                                                                                           
 FROM OPERATIONS...........    $ 56,262    $  69,944       $163,984         $  88,481     $ (35,723)    $ (24,696) 
                               ========    =========       ========         =========     =========     =========  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                             CHARTER/SM/             CHARTER/SM/ CHARTER/SM/               CHARTER/SM/
                            INTERNATIONAL CHARTER/SM  MODERATE   MULTI-SECTOR CHARTER/SM/  SMALL CAP  
                              MODERATE*   /MODERATE*  GROWTH*       BOND*     REAL ASSETS*  GROWTH*   
                            ------------- ---------- ----------  ------------ ------------ ---------- 
                                                                                                      
INCOME AND EXPENSES:                                                                                  
 Investment Income:                                                                                   
   Dividends from the                                                                                 
    Portfolios.............   $ 137,216   $ 289,432  $ 188,210     $70,665     $ 123,441   $      --  
 Expenses:                                                                                            
   Asset-based charges.....       4,736      93,404     51,407      40,980         3,502     101,428  
                              ---------   ---------  ---------     -------     ---------   ---------  

NET INVESTMENT INCOME                                                                                 
 (LOSS)....................     132,480     196,028    136,803      29,685       119,939    (101,428) 
                              ---------   ---------  ---------     -------     ---------   ---------  

NET REALIZED AND                                                                                      
 UNREALIZED GAIN (LOSS)                                                                               
 ON INVESTMENTS:                                                                                      
   Net realized gain                                                                                  
    (loss) on investments..         990      20,721     17,480      (8,812)          600     275,081  
   Net realized gain                                                                                  
    distribution from                                                                                 
    the Portfolios.........          --      21,406     36,704          --            --          --  
                              ---------   ---------  ---------     -------     ---------   ---------  
 Net realized gain                                                                                    
   (loss) on investments...         990      42,127     54,184      (8,812)          600     275,081  
                              ---------   ---------  ---------     -------     ---------   ---------  

 Net change in                                                                                        
   unrealized                                                                                         
   appreciation                                                                                       
   (depreciation) of                                                                                  
   investments.............    (179,083)   (295,355)  (168,480)      5,181      (143,885)   (380,520) 
                              ---------   ---------  ---------     -------     ---------   ---------  

NET REALIZED AND                                                                                      
 UNREALIZED GAIN (LOSS)                                                                               
 ON INVESTMENTS............    (178,093)   (253,228)  (114,296)     (3,631)     (143,285)   (105,439) 
                              ---------   ---------  ---------     -------     ---------   ---------  

NET INCREASE (DECREASE)                                                                               
 IN NET ASSETS RESULTING                                                                              
 FROM OPERATIONS...........   $ (45,613)  $ (57,200) $  22,507     $26,054     $ (23,346)  $(206,867) 
                              =========   =========  =========     =======     =========   =========  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                             CLEARBRIDGE                                                                 
                                               VARIABLE     CLEARBRIDGE                                   DELAWARE VIP(R)
                                              AGGRESSIVE  VARIABLE EQUITY DELAWARE VIP(R) DELAWARE VIP(R)  LIMITED-TERM  
                              CHARTER/SM/       GROWTH        INCOME        DIVERSIFIED      EMERGING       DIVERSIFIED  
                            SMALL CAP VALUE* PORTFOLIO(2)  PORTFOLIO(2)    INCOME SERIES  MARKETS SERIES   INCOME SERIES 
                            ---------------- ------------ --------------- --------------- --------------- ---------------
                                                                                                                         
INCOME AND EXPENSES:                                                                                                     
 Investment Income:                                                                                                      
   Dividends from the                                                                                                    
    Portfolios.............   $    21,569     $      --       $43,632         $18,928        $    777        $ 44,388    
 Expenses:                                                                                                               
   Asset-based charges.....       166,683        27,555         7,193          26,622           3,858          35,482    
                              -----------     ---------       -------         -------        --------        --------    

NET INVESTMENT INCOME                                                                                                    
 (LOSS)....................      (145,114)      (27,555)       36,439          (7,694)         (3,081)          8,906    
                              -----------     ---------       -------         -------        --------        --------    

NET REALIZED AND                                                                                                         
 UNREALIZED GAIN (LOSS)                                                                                                  
 ON INVESTMENTS:                                                                                                         
   Net realized gain                                                                                                     
    (loss) on investments..       483,494         6,141         2,580           3,277             (91)         (1,289)   
   Net realized gain                                                                                                     
    distribution from                                                                                                    
    the Portfolios.........            --       514,964            --              --             731              --    
                              -----------     ---------       -------         -------        --------        --------    
 Net realized gain                                                                                                       
   (loss) on investments...       483,494       521,105         2,580           3,277             640          (1,289)   
                              -----------     ---------       -------         -------        --------        --------    

 Net change in                                                                                                           
   unrealized                                                                                                            
   appreciation                                                                                                          
   (depreciation) of                                                                                                     
   investments.............    (1,099,904)     (213,256)       46,585          21,619         (55,529)        (15,438)   
                              -----------     ---------       -------         -------        --------        --------    

NET REALIZED AND                                                                                                         
 UNREALIZED GAIN (LOSS)                                                                                                  
 ON INVESTMENTS............      (616,410)      307,849        49,165          24,896         (54,889)        (16,727)   
                              -----------     ---------       -------         -------        --------        --------    

NET INCREASE (DECREASE)                                                                                                  
 IN NET ASSETS RESULTING                                                                                                 
 FROM OPERATIONS...........   $  (761,524)    $ 280,294       $85,604         $17,202        $(57,970)       $ (7,821)   
                              ===========     =========       =======         =======        ========        ========    

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    
(2)Units were made available on June 13, 2014.                                  

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                EATON                          EQ/ALLIANCEBERNSTEIN                                  
                              VANCE VT    EQ/ALLIANCEBERNSTEIN    SHORT DURATION    EQ/ALLIANCEBERNSTEIN EQ/BLACKROCK
                            FLOATING-RATE    DYNAMIC WEALTH         GOVERNMENT           SMALL CAP       BASIC VALUE 
                             INCOME FUND      STRATEGIES*             BOND*               GROWTH*          EQUITY*   
                            ------------- -------------------- -------------------- -------------------- ------------
                                                                                                                     
INCOME AND EXPENSES:                                                                                                 
 Investment Income:                                                                                                  
   Dividends from the                                                                                                
    Portfolios.............   $ 124,534       $15,871,703            $    --            $    24,844       $1,184,901 
 Expenses:                                                                                                           
   Asset-based charges.....      48,968        24,208,335              3,669                530,416        1,379,928 
                              ---------       -----------            -------            -----------       ---------- 

NET INVESTMENT INCOME                                                                                                
 (LOSS)....................      75,566        (8,336,632)            (3,669)              (505,572)        (195,027)
                              ---------       -----------            -------            -----------       ---------- 

NET REALIZED AND                                                                                                     
 UNREALIZED GAIN (LOSS)                                                                                              
 ON INVESTMENTS:                                                                                                     
   Net realized gain                                                                                                 
    (loss) on investments..     (12,049)       13,918,357               (604)             1,053,794        3,048,221 
   Net realized gain                                                                                                 
    distribution from                                                                                                
    the Portfolios.........          --        16,197,354                 --              4,404,509               -- 
                              ---------       -----------            -------            -----------       ---------- 
 Net realized gain                                                                                                   
   (loss) on investments...     (12,049)       30,115,711               (604)             5,458,303        3,048,221 
                              ---------       -----------            -------            -----------       ---------- 

 Net change in                                                                                                       
   unrealized                                                                                                        
   appreciation                                                                                                      
   (depreciation) of                                                                                                 
   investments.............    (113,709)       34,080,892             (1,204)            (4,033,954)       4,773,710 
                              ---------       -----------            -------            -----------       ---------- 

NET REALIZED AND                                                                                                     
 UNREALIZED GAIN (LOSS)                                                                                              
 ON INVESTMENTS............    (125,758)       64,196,603             (1,808)             1,424,349        7,821,931 
                              ---------       -----------            -------            -----------       ---------- 

NET INCREASE (DECREASE)                                                                                              
 IN NET ASSETS RESULTING                                                                                             
 FROM OPERATIONS...........   $ (50,192)      $55,859,971            $(5,477)           $   918,777       $7,626,904 
                              =========       ===========            =======            ===========       ========== 
                                                                [Download Table]


                               EQ/BOSTON   
                            ADVISORS EQUITY
                                INCOME*    
                            ---------------
                                           
INCOME AND EXPENSES:                       
 Investment Income:                        
   Dividends from the                      
    Portfolios.............   $   421,734  
 Expenses:                                 
   Asset-based charges.....       378,728  
                              -----------  

NET INVESTMENT INCOME                      
 (LOSS)....................        43,006  
                              -----------  

NET REALIZED AND                           
 UNREALIZED GAIN (LOSS)                    
 ON INVESTMENTS:                           
   Net realized gain                       
    (loss) on investments..     1,029,765  
   Net realized gain                       
    distribution from                      
    the Portfolios.........     2,511,136  
                              -----------  
 Net realized gain                         
   (loss) on investments...     3,540,901  
                              -----------  

 Net change in                             
   unrealized                              
   appreciation                            
   (depreciation) of                       
   investments.............    (1,756,657) 
                              -----------  

NET REALIZED AND                           
 UNREALIZED GAIN (LOSS)                    
 ON INVESTMENTS............     1,784,244  
                              -----------  

NET INCREASE (DECREASE)                    
 IN NET ASSETS RESULTING                   
 FROM OPERATIONS...........   $ 1,827,250  
                              ===========  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                             EQ/CALVERT  EQ/CAPITAL                                           EQ/EMERGING 
                              SOCIALLY    GUARDIAN    EQ/COMMON   EQ/CONVERTIBLE EQ/CORE BOND   MARKETS   
                            RESPONSIBLE* RESEARCH*   STOCK INDEX*  SECURITIES*      INDEX*    EQUITY PLUS*
                            ------------ ----------  ------------ -------------- ------------ ------------
                                                                                                          
INCOME AND EXPENSES:                                                                                      
 Investment Income:                                                                                       
   Dividends from the                                                                                     
    Portfolios.............   $  9,917   $  109,930   $  235,133     $224,648     $4,266,483   $  89,538  
 Expenses:                                                                                                
   Asset-based charges.....     14,929      217,417      205,821       21,742      4,723,437      25,833  
                              --------   ----------   ----------     --------     ----------   ---------  

NET INVESTMENT INCOME                                                                                     
 (LOSS)....................     (5,012)    (107,487)      29,312      202,906       (456,954)     63,705  
                              --------   ----------   ----------     --------     ----------   ---------  

NET REALIZED AND                                                                                          
 UNREALIZED GAIN (LOSS)                                                                                   
 ON INVESTMENTS:                                                                                          
   Net realized gain                                                                                      
    (loss) on investments..     30,426      788,506      549,772        5,157        148,470      15,331  
   Net realized gain                                                                                      
    distribution from                                                                                     
    the Portfolios.........     10,765           --           --      266,769             --      38,393  
                              --------   ----------   ----------     --------     ----------   ---------  
 Net realized gain                                                                                        
   (loss) on investments...     41,191      788,506      549,772      271,926        148,470      53,724  
                              --------   ----------   ----------     --------     ----------   ---------  

 Net change in                                                                                            
   unrealized                                                                                             
   appreciation                                                                                           
   (depreciation) of                                                                                      
   investments.............     91,009      620,659      966,925      486,594      3,296,537    (587,329) 
                              --------   ----------   ----------     --------     ----------   ---------  

NET REALIZED AND                                                                                          
 UNREALIZED GAIN (LOSS)                                                                                   
 ON INVESTMENTS............    132,200    1,409,165    1,516,697      758,520      3,445,007    (533,605) 
                              --------   ----------   ----------     --------     ----------   ---------  

NET INCREASE (DECREASE)                                                                                   
 IN NET ASSETS RESULTING                                                                                  
 FROM OPERATIONS...........   $127,188   $1,301,678   $1,546,009     $961,426     $2,988,053   $(469,900) 
                              ========   ==========   ==========     ========     ==========   =========  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                                           EQ/GAMCO                   EQ/GLOBAL               
                                           EQ/EQUITY 500  MERGERS AND  EQ/GAMCO SMALL   BOND     EQ/HIGH YIELD
                            EQ/ENERGY ETF*    INDEX*     ACQUISITIONS* COMPANY VALUE*   PLUS*        BOND*    
                            -------------- ------------- ------------- -------------- ---------  -------------
                                                                                                              
INCOME AND EXPENSES:                                                                                          
 Investment Income:                                                                                           
   Dividends from the                                                                                         
    Portfolios.............   $  70,944     $1,418,760     $      --    $   470,412   $  80,414   $ 2,262,259 
 Expenses:                                                                                                    
   Asset-based charges.....       4,842      1,160,305       152,339      2,163,167     168,589        51,220 
                              ---------     ----------     ---------    -----------   ---------   ----------- 

NET INVESTMENT INCOME                                                                                         
 (LOSS)....................      66,102        258,455      (152,339)    (1,692,755)    (88,175)    2,211,039 
                              ---------     ----------     ---------    -----------   ---------   ----------- 

NET REALIZED AND                                                                                              
 UNREALIZED GAIN (LOSS)                                                                                       
 ON INVESTMENTS:                                                                                              
   Net realized gain                                                                                          
    (loss) on investments..      (1,045)     2,277,505        51,763      3,883,220    (179,369)       16,920 
   Net realized gain                                                                                          
    distribution from                                                                                         
    the Portfolios.........      12,595      1,303,440       478,531      5,650,777     152,575        20,905 
                              ---------     ----------     ---------    -----------   ---------   ----------- 
 Net realized gain                                                                                            
   (loss) on investments...      11,550      3,580,945       530,294      9,533,997     (26,794)       37,825 
                              ---------     ----------     ---------    -----------   ---------   ----------- 

 Net change in                                                                                                
   unrealized                                                                                                 
   appreciation                                                                                               
   (depreciation) of                                                                                          
   investments.............    (790,403)     5,192,991      (349,809)    (4,509,275)     42,385    (1,335,868)
                              ---------     ----------     ---------    -----------   ---------   ----------- 

NET REALIZED AND                                                                                              
 UNREALIZED GAIN (LOSS)                                                                                       
 ON INVESTMENTS............    (778,853)     8,773,936       180,485      5,024,722      15,591    (1,298,043)
                              ---------     ----------     ---------    -----------   ---------   ----------- 

NET INCREASE (DECREASE)                                                                                       
 IN NET ASSETS RESULTING                                                                                      
 FROM OPERATIONS...........   $(712,751)    $9,032,391     $  28,146    $ 3,331,967   $ (72,584)  $   912,996 
                              =========     ==========     =========    ===========   =========   =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                                                                            EQ/JPMORGAN                
                            EQ/INTERMEDIATE  EQ/INTERNATIONAL EQ/INTERNATIONAL EQ/INVESCO      VALUE      EQ/LARGE CAP 
                            GOVERNMENT BOND*  EQUITY INDEX*         ETF*       COMSTOCK*   OPPORTUNITIES* GROWTH INDEX*
                            ---------------- ---------------- ---------------- ----------  -------------- -------------
                                                                                                                       
INCOME AND EXPENSES:                                                                                                   
 Investment Income:                                                                                                    
   Dividends from the                                                                                                  
    Portfolios.............   $   533,457      $   647,822      $   113,801    $  486,216    $   97,334    $   196,489 
 Expenses:                                                                                                             
   Asset-based charges.....     1,900,624          212,127           64,043       314,000       128,061        236,535 
                              -----------      -----------      -----------    ----------    ----------    ----------- 

NET INVESTMENT INCOME                                                                                                  
 (LOSS)....................    (1,367,167)         435,695           49,758       172,216       (30,727)       (40,046)
                              -----------      -----------      -----------    ----------    ----------    ----------- 

NET REALIZED AND                                                                                                       
 UNREALIZED GAIN (LOSS)                                                                                                
 ON INVESTMENTS:                                                                                                       
   Net realized gain                                                                                                   
    (loss) on investments..       115,695          244,509         (248,028)    1,094,910       385,541        461,416 
   Net realized gain                                                                                                   
    distribution from                                                                                                  
    the Portfolios.........       112,774               --        2,412,419            --            --      2,444,282 
                              -----------      -----------      -----------    ----------    ----------    ----------- 
 Net realized gain                                                                                                     
   (loss) on investments...       228,469          244,509        2,164,391     1,094,910       385,541      2,905,698 
                              -----------      -----------      -----------    ----------    ----------    ----------- 

 Net change in                                                                                                         
   unrealized                                                                                                          
   appreciation                                                                                                        
   (depreciation) of                                                                                                   
   investments.............     1,236,403       (2,504,313)      (2,592,625)      (48,147)      743,865     (1,105,965)
                              -----------      -----------      -----------    ----------    ----------    ----------- 

NET REALIZED AND                                                                                                       
 UNREALIZED GAIN (LOSS)                                                                                                
 ON INVESTMENTS............     1,464,872       (2,259,804)        (428,234)    1,046,763     1,129,406      1,799,733 
                              -----------      -----------      -----------    ----------    ----------    ----------- 

NET INCREASE (DECREASE)                                                                                                
 IN NET ASSETS RESULTING                                                                                               
 FROM OPERATIONS...........   $    97,705      $(1,824,109)     $  (378,476)   $1,218,979    $1,098,679    $ 1,759,687 
                              ===========      ===========      ===========    ==========    ==========    =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                                              EQ/MFS                                       EQ/MORGAN   
                            EQ/LARGE CAP EQ/LOW VOLATILITY INTERNATIONAL                     EQ/MONEY   STANLEY MID CAP
                            VALUE INDEX*    GLOBAL ETF*       GROWTH*    EQ/MID CAP INDEX*   MARKET*        GROWTH*    
                            ------------ ----------------- ------------- ----------------- -----------  ---------------
                                                                                                                       
INCOME AND EXPENSES:                                                                                                   
 Investment Income:                                                                                                    
   Dividends from the                                                                                                  
    Portfolios.............  $  271,035      $116,866       $   255,852     $  303,393     $       119    $        --  
 Expenses:                                                                                                             
   Asset-based charges.....     200,134         3,147           360,770        429,152       1,585,817        743,626  
                             ----------      --------       -----------     ----------     -----------    -----------  

NET INVESTMENT INCOME                                                                                                  
 (LOSS)....................      70,901       113,719          (104,918)      (125,759)     (1,585,698)      (743,626) 
                             ----------      --------       -----------     ----------     -----------    -----------  

NET REALIZED AND                                                                                                       
 UNREALIZED GAIN (LOSS)                                                                                                
 ON INVESTMENTS:                                                                                                       
   Net realized gain                                                                                                   
    (loss) on investments..     869,098         2,421           407,564        800,326              (1)     1,316,167  
   Net realized gain                                                                                                   
    distribution from                                                                                                  
    the Portfolios.........          --           290         1,062,396             --             238      6,473,719  
                             ----------      --------       -----------     ----------     -----------    -----------  
 Net realized gain                                                                                                     
   (loss) on investments...     869,098         2,711         1,469,960        800,326             237      7,789,886  
                             ----------      --------       -----------     ----------     -----------    -----------  

 Net change in                                                                                                         
   unrealized                                                                                                          
   appreciation                                                                                                        
   (depreciation) of                                                                                                   
   investments.............     534,367       236,470        (2,998,417)     1,619,018             285     (8,298,274) 
                             ----------      --------       -----------     ----------     -----------    -----------  

NET REALIZED AND                                                                                                       
 UNREALIZED GAIN (LOSS)                                                                                                
 ON INVESTMENTS............   1,403,465       239,181        (1,528,457)     2,419,344             522       (508,388) 
                             ----------      --------       -----------     ----------     -----------    -----------  

NET INCREASE (DECREASE)                                                                                                
 IN NET ASSETS RESULTING                                                                                               
 FROM OPERATIONS...........  $1,474,366      $352,900       $(1,633,375)    $2,293,585     $(1,585,176)   $(1,252,014) 
                             ==========      ========       ===========     ==========     ===========    ===========  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                                                            EQ/PIMCO                            
                              EQ/NATURAL    EQ/OPPENHEIMER EQ/PIMCO GLOBAL ULTRA SHORT EQ/QUALITY EQ/REAL ESTATE
                            RESOURCES PLUS*    GLOBAL*      REAL RETURN*      BOND*    BOND PLUS*     PLUS*     
                            --------------- -------------- --------------- ----------- ---------- --------------
                                                                                                                
INCOME AND EXPENSES:                                                                                            
 Investment Income:                                                                                             
   Dividends from the                                                                                           
    Portfolios.............   $    92,439     $ 196,295       $199,972      $ 101,754  $ 253,312     $325,279   
 Expenses:                                                                                                      
   Asset-based charges.....        14,714       488,673         39,260        369,079    353,830       50,904   
                              -----------     ---------       --------      ---------  ---------     --------   

NET INVESTMENT INCOME                                                                                           
 (LOSS)....................        77,725      (292,378)       160,712       (267,325)  (100,518)     274,375   
                              -----------     ---------       --------      ---------  ---------     --------   

NET REALIZED AND                                                                                                
 UNREALIZED GAIN (LOSS)                                                                                         
 ON INVESTMENTS:                                                                                                
   Net realized gain                                                                                            
    (loss) on investments..          (890)      892,913          5,368        (59,119)     9,364       61,552   
   Net realized gain                                                                                            
    distribution from                                                                                           
    the Portfolios.........        55,110            --             --             --         --       58,234   
                              -----------     ---------       --------      ---------  ---------     --------   
 Net realized gain                                                                                              
   (loss) on investments...        54,220       892,913          5,368        (59,119)     9,364      119,786   
                              -----------     ---------       --------      ---------  ---------     --------   

 Net change in                                                                                                  
   unrealized                                                                                                   
   appreciation                                                                                                 
   (depreciation) of                                                                                            
   investments.............    (1,068,508)     (576,296)       (17,123)       (68,972)   412,117        4,949   
                              -----------     ---------       --------      ---------  ---------     --------   

NET REALIZED AND                                                                                                
 UNREALIZED GAIN (LOSS)                                                                                         
 ON INVESTMENTS............    (1,014,288)      316,617        (11,755)      (128,091)   421,481      124,735   
                              -----------     ---------       --------      ---------  ---------     --------   

NET INCREASE (DECREASE)                                                                                         
 IN NET ASSETS RESULTING                                                                                        
 FROM OPERATIONS...........   $  (936,563)    $  24,239       $148,957      $(395,416) $ 320,963     $399,110   
                              ===========     =========       ========      =========  =========     ========   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                            EQ/T. ROWE                                    FEDERATED                     
                               EQ/SMALL    PRICE GROWTH EQ/UBS GROWTH & EQ/WELLS FARGO HIGH INCOME BOND    FEDERATED    
                            COMPANY INDEX*    STOCK*        INCOME*     OMEGA GROWTH*      FUND II      KAUFMANN FUND II
                            -------------- ------------ --------------- -------------- ---------------- ----------------
                                                                                                                        
INCOME AND EXPENSES:                                                                                                    
 Investment Income:                                                                                                     
   Dividends from the                                                                                                   
    Portfolios.............  $   191,958   $        --     $ 32,787      $        --      $  79,217         $    --     
 Expenses:                                                                                                              
   Asset-based charges.....      304,842     1,025,080       78,360        1,263,609         34,224           3,145     
                             -----------   -----------     --------      -----------      ---------         -------     

NET INVESTMENT INCOME                                                                                                   
 (LOSS)....................     (112,884)   (1,025,080)     (45,573)      (1,263,609)        44,993          (3,145)    
                             -----------   -----------     --------      -----------      ---------         -------     

NET REALIZED AND                                                                                                        
 UNREALIZED GAIN (LOSS)                                                                                                 
 ON INVESTMENTS:                                                                                                        
   Net realized gain                                                                                                    
    (loss) on investments..      566,005     2,716,127      287,937          590,416         (4,417)           (289)    
   Net realized gain                                                                                                    
    distribution from                                                                                                   
    the Portfolios.........    2,077,625            --           --       10,956,247             --          11,471     
                             -----------   -----------     --------      -----------      ---------         -------     
 Net realized gain                                                                                                      
   (loss) on investments...    2,643,630     2,716,127      287,937       11,546,663         (4,417)         11,182     
                             -----------   -----------     --------      -----------      ---------         -------     

 Net change in                                                                                                          
   unrealized                                                                                                           
   appreciation                                                                                                         
   (depreciation) of                                                                                                    
   investments.............   (1,710,335)    3,466,036      392,244       (8,048,207)      (101,127)         22,586     
                             -----------   -----------     --------      -----------      ---------         -------     

NET REALIZED AND                                                                                                        
 UNREALIZED GAIN (LOSS)                                                                                                 
 ON INVESTMENTS............      933,295     6,182,163      680,181        3,498,456       (105,544)         33,768     
                             -----------   -----------     --------      -----------      ---------         -------     

NET INCREASE (DECREASE)                                                                                                 
 IN NET ASSETS RESULTING                                                                                                
 FROM OPERATIONS...........  $   820,411   $ 5,157,083     $634,608      $ 2,234,847      $ (60,551)        $30,623     
                             ===========   ===========     ========      ===========      =========         =======     

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                            FIDELITY(R) VIP  FIDELITY(R) VIP FIDELITY(R) VIP FIDELITY(R) VIP FIDELITY(R) VIP FIDELITY(R) VIP
                             ASSET MANAGER:   CONTRAFUND(R)   FREEDOM 2015    FREEDOM 2020    FREEDOM 2025    FREEDOM 2030  
                            GROWTH PORTFOLIO    PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO   
                            ---------------- --------------- --------------- --------------- --------------- ---------------
                                                                                                                            
INCOME AND EXPENSES:                                                                                                        
 Investment Income:                                                                                                         
   Dividends from the                                                                                                       
    Portfolios.............     $  7,322       $  761,935       $ 11,655         $ 9,979         $12,940         $11,249    
 Expenses:                                                                                                                  
   Asset-based charges.....       17,153        1,261,466         13,095          10,552          12,592           8,905    
                                --------       ----------       --------         -------         -------         -------    

NET INVESTMENT INCOME                                                                                                       
 (LOSS)....................       (9,831)        (499,531)        (1,440)           (573)            348           2,344    
                                --------       ----------       --------         -------         -------         -------    

NET REALIZED AND                                                                                                            
 UNREALIZED GAIN (LOSS)                                                                                                     
 ON INVESTMENTS:                                                                                                            
   Net realized gain                                                                                                        
    (loss) on investments..      109,204        2,733,272         25,817          16,367          22,420          13,008    
   Net realized gain                                                                                                        
    distribution from                                                                                                       
    the Portfolios.........          772        2,121,521         15,330          13,167          18,253          13,881    
                                --------       ----------       --------         -------         -------         -------    
 Net realized gain                                                                                                          
   (loss) on investments...      109,976        4,854,793         41,147          29,534          40,673          26,889    
                                --------       ----------       --------         -------         -------         -------    

 Net change in                                                                                                              
   unrealized                                                                                                               
   appreciation                                                                                                             
   (depreciation) of                                                                                                        
   investments.............      (50,634)       4,301,060        (10,486)         (6,699)         (8,702)         (4,445)   
                                --------       ----------       --------         -------         -------         -------    

NET REALIZED AND                                                                                                            
 UNREALIZED GAIN (LOSS)                                                                                                     
 ON INVESTMENTS............       59,342        9,155,853         30,661          22,835          31,971          22,444    
                                --------       ----------       --------         -------         -------         -------    

NET INCREASE (DECREASE)                                                                                                     
 IN NET ASSETS RESULTING                                                                                                    
 FROM OPERATIONS...........     $ 49,511       $8,656,322       $ 29,221         $22,262         $32,319         $24,788    
                                ========       ==========       ========         =======         =======         =======    

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                                                              FIRST TRUST/DOW                                
                                                                 FIRST TRUST  JONES DIVIDEND &    FRANKLIN                   
                                                FIDELITY(R) VIP  MULTI INCOME      INCOME      FOUNDING FUNDS                
                            FIDELITY(R) VIP MID STRATEGIC INCOME  ALLOCATION     ALLOCATION    ALLOCATION VIP FRANKLIN INCOME
                               CAP PORTFOLIO       PORTFOLIO     PORTFOLIO(2)    PORTFOLIO          FUND         VIP FUND    
                            ------------------- ---------------- ------------ ---------------- -------------- ---------------
                                                                                                                             
INCOME AND EXPENSES:                                                                                                         
 Investment Income:                                                                                                          
   Dividends from the                                                                                                        
    Portfolios.............     $    8,962         $1,572,423      $ 3,476        $ 59,234       $ 416,696      $ 2,281,082  
 Expenses:                                                                                                                   
   Asset-based charges.....        556,600            641,978        1,867          86,944         217,551          690,345  
                                ----------         ----------      -------        --------       ---------      -----------  

NET INVESTMENT INCOME                                                                                                        
 (LOSS)....................       (547,638)           930,445        1,609         (27,710)        199,145        1,590,737  
                                ----------         ----------      -------        --------       ---------      -----------  

NET REALIZED AND                                                                                                             
 UNREALIZED GAIN (LOSS)                                                                                                      
 ON INVESTMENTS:                                                                                                             
   Net realized gain                                                                                                         
    (loss) on investments..        399,230           (118,461)      (2,743)         63,583        (150,632)         507,957  
   Net realized gain                                                                                                         
    distribution from                                                                                                        
    the Portfolios.........        892,213            629,917           --              --          12,710               --  
                                ----------         ----------      -------        --------       ---------      -----------  
 Net realized gain                                                                                                           
   (loss) on investments...      1,291,443            511,456       (2,743)         63,583        (137,922)         507,957  
                                ----------         ----------      -------        --------       ---------      -----------  

 Net change in                                                                                                               
   unrealized                                                                                                                
   appreciation                                                                                                              
   (depreciation) of                                                                                                         
   investments.............      1,153,969           (925,815)       4,244         534,137        (178,600)      (1,930,059) 
                                ----------         ----------      -------        --------       ---------      -----------  

NET REALIZED AND                                                                                                             
 UNREALIZED GAIN (LOSS)                                                                                                      
 ON INVESTMENTS............      2,445,412           (414,359)       1,501         597,720        (316,522)      (1,422,102) 
                                ----------         ----------      -------        --------       ---------      -----------  

NET INCREASE (DECREASE)                                                                                                      
 IN NET ASSETS RESULTING                                                                                                     
 FROM OPERATIONS...........     $1,897,774         $  516,086      $ 3,110        $570,010       $(117,377)     $   168,635  
                                ==========         ==========      =======        ========       =========      ===========  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(2)Units were made available on June 13, 2014.                                  

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                                                                                  GUGGENHEIM VT                 
                                FRANKLIN      FRANKLIN RISING     FRANKLIN       GOLDMAN SACHS       GLOBAL       GUGGENHEIM VT 
                            MUTUAL SHARES VIP    DIVIDENDS    STRATEGIC INCOME VIT MID CAP VALUE MANAGED FUTURES   MULTI-HEDGE  
                                  FUND           VIP FUND         VIP FUND           FUND         STRATEGY FUND  STRATEGIES FUND
                            ----------------- --------------- ---------------- ----------------- --------------- ---------------
                                                                                                                                
INCOME AND EXPENSES:                                                                                                            
 Investment Income:                                                                                                             
   Dividends from the                                                                                                           
    Portfolios.............     $244,524        $  374,121      $ 2,445,082       $   221,274       $     --        $     --    
 Expenses:                                                                                                                      
   Asset-based charges.....      167,576           412,164          614,866           356,241         10,424          11,029    
                                --------        ----------      -----------       -----------       --------        --------    

NET INVESTMENT INCOME                                                                                                           
 (LOSS)....................       76,948           (38,043)       1,830,216          (134,967)       (10,424)        (11,029)   
                                --------        ----------      -----------       -----------       --------        --------    

NET REALIZED AND                                                                                                                
 UNREALIZED GAIN (LOSS)                                                                                                         
 ON INVESTMENTS:                                                                                                                
   Net realized gain                                                                                                            
    (loss) on investments..      387,278           363,903         (298,189)          920,432         (6,829)          1,715    
   Net realized gain                                                                                                            
    distribution from                                                                                                           
    the Portfolios.........       63,578           550,527          809,811         4,825,680             --              --    
                                --------        ----------      -----------       -----------       --------        --------    
 Net realized gain                                                                                                              
   (loss) on investments...      450,856           914,430          511,622         5,746,112         (6,829)          1,715    
                                --------        ----------      -----------       -----------       --------        --------    

 Net change in                                                                                                                  
   unrealized                                                                                                                   
   appreciation                                                                                                                 
   (depreciation) of                                                                                                            
   investments.............       82,656         1,534,348       (2,473,435)       (2,947,657)       127,332          34,499    
                                --------        ----------      -----------       -----------       --------        --------    

NET REALIZED AND                                                                                                                
 UNREALIZED GAIN (LOSS)                                                                                                         
 ON INVESTMENTS............      533,512         2,448,778       (1,961,813)        2,798,455        120,503          36,214    
                                --------        ----------      -----------       -----------       --------        --------    

NET INCREASE (DECREASE)                                                                                                         
 IN NET ASSETS RESULTING                                                                                                        
 FROM OPERATIONS...........     $610,460        $2,410,735      $  (131,597)      $ 2,663,488       $110,079        $ 25,185    
                                ========        ==========      ===========       ===========       ========        ========    

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                HARTFORD         HARTFORD                                                                
                                CAPITAL           GROWTH        INVESCO V.I.   INVESCO V.I.   INVESCO V.I.  INVESCO V.I. 
                            APPRECIATION HLS OPPORTUNITIES HLS    AMERICAN     BALANCED-RISK   DIVERSIFIED  GLOBAL HEALTH
                                FUND(2)           FUND(2)      FRANCHISE FUND ALLOCATION FUND DIVIDEND FUND   CARE FUND  
                            ---------------- ----------------- -------------- --------------- ------------- -------------
                                                                                                                         
INCOME AND EXPENSES:                                                                                                     
 Investment Income:                                                                                                      
   Dividends from the                                                                                                    
    Portfolios.............     $ 11,000          $   299        $      --       $     --      $  211,032     $     --   
 Expenses:                                                                                                               
   Asset-based charges.....        4,643            3,725            9,329         20,839         188,394        6,959   
                                --------          -------        ---------       --------      ----------     --------   

NET INVESTMENT INCOME                                                                                                    
 (LOSS)....................        6,357           (3,426)          (9,329)       (20,839)         22,638       (6,959)  
                                --------          -------        ---------       --------      ----------     --------   

NET REALIZED AND                                                                                                         
 UNREALIZED GAIN (LOSS)                                                                                                  
 ON INVESTMENTS:                                                                                                         
   Net realized gain                                                                                                     
    (loss) on investments..       (5,245)          (3,638)         208,528          4,139         499,317      (51,659)  
   Net realized gain                                                                                                     
    distribution from                                                                                                    
    the Portfolios.........       44,543           28,152               --        129,678              --       20,834   
                                --------          -------        ---------       --------      ----------     --------   
 Net realized gain                                                                                                       
   (loss) on investments...       39,298           24,514          208,528        133,817         499,317      (30,825)  
                                --------          -------        ---------       --------      ----------     --------   

 Net change in                                                                                                           
   unrealized                                                                                                            
   appreciation                                                                                                          
   (depreciation) of                                                                                                     
   investments.............      (29,020)          25,244         (178,311)       (72,210)        851,821       51,410   
                                --------          -------        ---------       --------      ----------     --------   

NET REALIZED AND                                                                                                         
 UNREALIZED GAIN (LOSS)                                                                                                  
 ON INVESTMENTS............       10,278           49,758           30,217         61,607       1,351,138       20,585   
                                --------          -------        ---------       --------      ----------     --------   

NET INCREASE (DECREASE)                                                                                                  
 IN NET ASSETS RESULTING                                                                                                 
 FROM OPERATIONS...........     $ 16,635          $46,332        $  20,888       $ 40,768      $1,373,776     $ 13,626   
                                ========          =======        =========       ========      ==========     ========   

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(2)Units were made available on June 13, 2014.                                  

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                            INVESCO V.I.                   INVESCO V.I.  INVESCO V.I. MID                                  
                            GLOBAL REAL  INVESCO V.I. HIGH INTERNATIONAL CAP CORE EQUITY  INVESCO V.I. SMALL IVY FUNDS VIP 
                            ESTATE FUND     YIELD FUND      GROWTH FUND        FUND        CAP EQUITY FUND   ASSET STRATEGY
                            ------------ ----------------- ------------- ---------------- ------------------ --------------
                                                                                                                           
INCOME AND EXPENSES:                                                                                                       
 Investment Income:                                                                                                        
   Dividends from the                                                                                                      
    Portfolios.............  $  873,011     $ 1,026,939     $   462,738     $       --       $        --      $   235,194  
 Expenses:                                                                                                                 
   Asset-based charges.....     828,211         278,263         433,015        112,138           103,728          720,969  
                             ----------     -----------     -----------     ----------       -----------      -----------  

NET INVESTMENT INCOME                                                                                                      
 (LOSS)....................      44,800         748,676          29,723       (112,138)         (103,728)        (485,775) 
                             ----------     -----------     -----------     ----------       -----------      -----------  

NET REALIZED AND                                                                                                           
 UNREALIZED GAIN (LOSS)                                                                                                    
 ON INVESTMENTS:                                                                                                           
   Net realized gain                                                                                                       
    (loss) on investments..     571,814         102,692         651,290        156,557           749,987          663,735  
   Net realized gain                                                                                                       
    distribution from                                                                                                      
    the Portfolios.........          --              --              --        961,363           670,607        6,234,154  
                             ----------     -----------     -----------     ----------       -----------      -----------  
 Net realized gain                                                                                                         
   (loss) on investments...     571,814         102,692         651,290      1,117,920         1,420,594        6,897,889  
                             ----------     -----------     -----------     ----------       -----------      -----------  

 Net change in                                                                                                             
   unrealized                                                                                                              
   appreciation                                                                                                            
   (depreciation) of                                                                                                       
   investments.............   5,846,284      (1,077,208)     (1,255,617)      (822,807)       (1,179,031)      (9,772,203) 
                             ----------     -----------     -----------     ----------       -----------      -----------  

NET REALIZED AND                                                                                                           
 UNREALIZED GAIN (LOSS)                                                                                                    
 ON INVESTMENTS............   6,418,098        (974,516)       (604,327)       295,113           241,563       (2,874,314) 
                             ----------     -----------     -----------     ----------       -----------      -----------  

NET INCREASE (DECREASE)                                                                                                    
 IN NET ASSETS RESULTING                                                                                                   
 FROM OPERATIONS...........  $6,462,898     $  (225,840)    $  (574,604)    $  182,975       $   137,835      $(3,360,089) 
                             ==========     ===========     ===========     ==========       ===========      ===========  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                                        IVY FUNDS                                                     
                            IVY FUNDS VIP               VIP GLOBAL                     IVY FUNDS VIP                  
                              DIVIDEND     IVY FUNDS     NATURAL    IVY FUNDS VIP HIGH     MICRO     IVY FUNDS VIP MID
                            OPPORTUNITIES  VIP ENERGY   RESOURCES         INCOME        CAP GROWTH      CAP GROWTH    
                            ------------- -----------  -----------  ------------------ ------------- -----------------
                                                                                                                      
INCOME AND EXPENSES:                                                                                                  
 Investment Income:                                                                                                   
   Dividends from the                                                                                                 
    Portfolios.............  $  170,172   $        --  $        --     $ 4,611,918       $      --      $       --    
 Expenses:                                                                                                            
   Asset-based charges.....     218,456       399,727      193,724       1,467,315          14,452         505,028    
                             ----------   -----------  -----------     -----------       ---------      ----------    

NET INVESTMENT INCOME                                                                                                 
 (LOSS)....................     (48,284)     (399,727)    (193,724)      3,144,603         (14,452)       (505,028)   
                             ----------   -----------  -----------     -----------       ---------      ----------    

NET REALIZED AND                                                                                                      
 UNREALIZED GAIN (LOSS)                                                                                               
 ON INVESTMENTS:                                                                                                      
   Net realized gain                                                                                                  
    (loss) on investments..     443,676       883,908     (242,028)        911,826        (172,266)        713,127    
   Net realized gain                                                                                                  
    distribution from                                                                                                 
    the Portfolios.........   1,141,610       838,772           --         695,784         121,351       2,077,049    
                             ----------   -----------  -----------     -----------       ---------      ----------    
 Net realized gain                                                                                                    
   (loss) on investments...   1,585,286     1,722,680     (242,028)      1,607,610         (50,915)      2,790,176    
                             ----------   -----------  -----------     -----------       ---------      ----------    

 Net change in                                                                                                        
   unrealized                                                                                                         
   appreciation                                                                                                       
   (depreciation) of                                                                                                  
   investments.............    (321,025)   (5,889,354)  (1,595,721)     (5,092,716)        (34,709)        (23,845)   
                             ----------   -----------  -----------     -----------       ---------      ----------    

NET REALIZED AND                                                                                                      
 UNREALIZED GAIN (LOSS)                                                                                               
 ON INVESTMENTS............   1,264,261    (4,166,674)  (1,837,749)     (3,485,106)        (85,624)      2,766,331    
                             ----------   -----------  -----------     -----------       ---------      ----------    

NET INCREASE (DECREASE)                                                                                               
 IN NET ASSETS RESULTING                                                                                              
 FROM OPERATIONS...........  $1,215,977   $(4,566,401) $(2,031,473)    $  (340,503)      $(100,076)     $2,261,303    
                             ==========   ===========  ===========     ===========       =========      ==========    

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                                                                          JANUS ASPEN       LAZARD    
                                                                           JANUS ASPEN      SERIES        RETIREMENT  
                               IVY FUNDS      IVY FUNDS     JANUS ASPEN      SERIES     INTECH U.S. LOW    EMERGING   
                            VIP SCIENCE AND VIP SMALL CAP SERIES BALANCED FLEXIBLE BOND   VOLATILITY    MARKETS EQUITY
                              TECHNOLOGY       GROWTH        PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO   
                            --------------- ------------- --------------- ------------- --------------- --------------
                                                                                                                      
INCOME AND EXPENSES:                                                                                                  
 Investment Income:                                                                                                   
   Dividends from the                                                                                                 
    Portfolios.............   $        --    $        --     $ 30,133       $ 45,149        $ 6,088      $ 1,315,954  
 Expenses:                                                                                                            
   Asset-based charges.....       626,323        229,100       19,866         13,882          6,718        1,060,093  
                              -----------    -----------     --------       --------        -------      -----------  

NET INVESTMENT INCOME                                                                                                 
 (LOSS)....................      (626,323)      (229,100)      10,267         31,267           (630)         255,861  
                              -----------    -----------     --------       --------        -------      -----------  

NET REALIZED AND                                                                                                      
 UNREALIZED GAIN (LOSS)                                                                                               
 ON INVESTMENTS:                                                                                                      
   Net realized gain                                                                                                  
    (loss) on investments..     2,226,005        468,269          742          4,526          3,219           44,937  
   Net realized gain                                                                                                  
    distribution from                                                                                                 
    the Portfolios.........     3,414,523      1,856,911       28,571             --            444          698,880  
                              -----------    -----------     --------       --------        -------      -----------  
 Net realized gain                                                                                                    
   (loss) on investments...     5,640,528      2,325,180       29,313          4,526          3,663          743,817  
                              -----------    -----------     --------       --------        -------      -----------  

 Net change in                                                                                                        
   unrealized                                                                                                         
   appreciation                                                                                                       
   (depreciation) of                                                                                                  
   investments.............    (4,236,598)    (2,028,419)      73,780        (20,590)        94,437       (5,801,294) 
                              -----------    -----------     --------       --------        -------      -----------  

NET REALIZED AND                                                                                                      
 UNREALIZED GAIN (LOSS)                                                                                               
 ON INVESTMENTS............     1,403,930        296,761      103,093        (16,064)        98,100       (5,057,477) 
                              -----------    -----------     --------       --------        -------      -----------  

NET INCREASE (DECREASE)                                                                                               
 IN NET ASSETS RESULTING                                                                                              
 FROM OPERATIONS...........   $   777,607    $    67,661     $113,360       $ 15,203        $97,470      $(4,801,616) 
                              ===========    ===========     ========       ========        =======      ===========  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                            LORD ABBETT   LORD ABBETT    LORD ABBETT                                                   
                              SERIES         SERIES        SERIES                                                      
                            FUND - BOND  FUND - CLASSIC FUND - GROWTH     MFS(R)      MFS(R) INVESTORS                 
                             DEBENTURE       STOCK      OPPORTUNITIES  INTERNATIONAL       GROWTH      MFS(R) INVESTORS
                             PORTFOLIO     PORTFOLIO      PORTFOLIO   VALUE PORTFOLIO   STOCK SERIES     TRUST SERIES  
                            -----------  -------------- ------------- --------------- ---------------- ----------------
                                                                                                                       
INCOME AND EXPENSES:                                                                                                   
 Investment Income:                                                                                                    
   Dividends from the                                                                                                  
    Portfolios............. $ 1,541,202    $  34,553      $      --     $ 1,510,964       $ 23,546        $  56,240    
 Expenses:                                                                                                             
   Asset-based charges.....     344,736       62,934         40,894       1,130,149        118,094          102,393    
                            -----------    ---------      ---------     -----------       --------        ---------    

NET INVESTMENT INCOME                                                                                                  
 (LOSS)....................   1,196,466      (28,381)       (40,894)        380,815        (94,548)         (46,153)   
                            -----------    ---------      ---------     -----------       --------        ---------    

NET REALIZED AND                                                                                                       
 UNREALIZED GAIN (LOSS)                                                                                                
 ON INVESTMENTS:                                                                                                       
   Net realized gain                                                                                                   
    (loss) on investments..      59,571      122,253         22,387       1,464,097        189,227          274,942    
   Net realized gain                                                                                                   
    distribution from                                                                                                  
    the Portfolios.........     836,659      587,627        673,216              --        475,556          571,320    
                            -----------    ---------      ---------     -----------       --------        ---------    
 Net realized gain                                                                                                     
   (loss) on investments...     896,230      709,880        695,603       1,464,097        664,783          846,262    
                            -----------    ---------      ---------     -----------       --------        ---------    

 Net change in                                                                                                         
   unrealized                                                                                                          
   appreciation                                                                                                        
   (depreciation) of                                                                                                   
   investments.............  (1,713,106)    (349,304)      (508,618)     (2,467,264)       210,055         (141,934)   
                            -----------    ---------      ---------     -----------       --------        ---------    

NET REALIZED AND                                                                                                       
 UNREALIZED GAIN (LOSS)                                                                                                
 ON INVESTMENTS............    (816,876)     360,576        186,985      (1,003,167)       874,838          704,328    
                            -----------    ---------      ---------     -----------       --------        ---------    

NET INCREASE (DECREASE)                                                                                                
 IN NET ASSETS RESULTING                                                                                               
 FROM OPERATIONS........... $   379,590    $ 332,195      $ 146,091     $  (622,352)      $780,290        $ 658,175    
                            ===========    =========      =========     ===========       ========        =========    

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                                                                                   MULTIMANAGER             
                            MFS(R) RESEARCH MFS(R) TECHNOLOGY MFS(R) UTILITIES                      AGGRESSIVE  MULTIMANAGER
                                SERIES          PORTFOLIO          SERIES      MFS(R) VALUE SERIES   EQUITY*     CORE BOND* 
                            --------------- ----------------- ---------------- ------------------- ------------ ------------
                                                                                                                            
INCOME AND EXPENSES:                                                                                                        
 Investment Income:                                                                                                         
   Dividends from the                                                                                                       
    Portfolios.............     $ 2,719        $       --        $  644,703         $ 19,593        $   10,703   $1,943,811 
 Expenses:                                                                                                                  
   Asset-based charges.....       4,701           180,495           441,520           14,434           146,821    1,404,775 
                                -------        ----------        ----------         --------        ----------   ---------- 

NET INVESTMENT INCOME                                                                                                       
 (LOSS)....................      (1,982)         (180,495)          203,183            5,159          (136,118)     539,036 
                                -------        ----------        ----------         --------        ----------   ---------- 

NET REALIZED AND                                                                                                            
 UNREALIZED GAIN (LOSS)                                                                                                     
 ON INVESTMENTS:                                                                                                            
   Net realized gain                                                                                                        
    (loss) on investments..      (1,229)          777,175           948,737             (517)          633,625     (632,779)
   Net realized gain                                                                                                        
    distribution from                                                                                                       
    the Portfolios.........      35,886           264,196         1,242,671           45,969                --      992,860 
                                -------        ----------        ----------         --------        ----------   ---------- 
 Net realized gain                                                                                                          
   (loss) on investments...      34,657         1,041,371         2,191,408           45,452           633,625      360,081 
                                -------        ----------        ----------         --------        ----------   ---------- 

 Net change in                                                                                                              
   unrealized                                                                                                               
   appreciation                                                                                                             
   (depreciation) of                                                                                                        
   investments.............       8,990           249,457           126,926           83,254           371,287      958,728 
                                -------        ----------        ----------         --------        ----------   ---------- 

NET REALIZED AND                                                                                                            
 UNREALIZED GAIN (LOSS)                                                                                                     
 ON INVESTMENTS............      43,647         1,290,828         2,318,334          128,706         1,004,912    1,318,809 
                                -------        ----------        ----------         --------        ----------   ---------- 

NET INCREASE (DECREASE)                                                                                                     
 IN NET ASSETS RESULTING                                                                                                    
 FROM OPERATIONS...........     $41,665        $1,110,333        $2,521,517         $133,865        $  868,794   $1,857,845 
                                =======        ==========        ==========         ========        ==========   ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                                                           NEUBERGER      NEUBERGER                     
                                                                        BERMAN ABSOLUTE    BERMAN                       
                                                                            RETURN      INTERNATIONAL  PIMCO COMMODITY  
                             MULTIMANAGER    MULTIMANAGER  MULTIMANAGER  MULTI-MANAGER     EQUITY       REAL RETURN(R)  
                            MID CAP GROWTH* MID CAP VALUE* TECHNOLOGY*   PORTFOLIO(2)   PORTFOLIO(2)  STRATEGY PORTFOLIO
                            --------------- -------------- ------------ --------------- ------------- ------------------
                                                                                                                        
INCOME AND EXPENSES:                                                                                                    
 Investment Income:                                                                                                     
   Dividends from the                                                                                                   
    Portfolios.............   $       --       $ 40,826     $       --      $    --       $  2,054       $    58,409    
 Expenses:                                                                                                              
   Asset-based charges.....      176,450        120,207        116,852        1,980          3,075           314,734    
                              ----------       --------     ----------      -------       --------       -----------    

NET INVESTMENT INCOME                                                                                                   
 (LOSS)....................     (176,450)       (79,381)      (116,852)      (1,980)        (1,021)         (256,325)   
                              ----------       --------     ----------      -------       --------       -----------    

NET REALIZED AND                                                                                                        
 UNREALIZED GAIN (LOSS)                                                                                                 
 ON INVESTMENTS:                                                                                                        
   Net realized gain                                                                                                    
    (loss) on investments..      (41,701)       272,516        478,420            6         (3,596)       (1,076,609)   
   Net realized gain                                                                                                    
    distribution from                                                                                                   
    the Portfolios.........    1,474,278             --        660,189           --             --                --    
                              ----------       --------     ----------      -------       --------       -----------    
 Net realized gain                                                                                                      
   (loss) on investments...    1,432,577        272,516      1,138,609            6         (3,596)       (1,076,609)   
                              ----------       --------     ----------      -------       --------       -----------    

 Net change in                                                                                                          
   unrealized                                                                                                           
   appreciation                                                                                                         
   (depreciation) of                                                                                                    
   investments.............     (791,082)       126,339        (91,402)       3,946        (10,796)       (3,389,817)   
                              ----------       --------     ----------      -------       --------       -----------    

NET REALIZED AND                                                                                                        
 UNREALIZED GAIN (LOSS)                                                                                                 
 ON INVESTMENTS............      641,495        398,855      1,047,207        3,952        (14,392)       (4,466,426)   
                              ----------       --------     ----------      -------       --------       -----------    

NET INCREASE (DECREASE)                                                                                                 
 IN NET ASSETS RESULTING                                                                                                
 FROM OPERATIONS...........   $  465,045       $319,474     $  930,355      $ 1,972       $(15,413)      $(4,722,751)   
                              ==========       ========     ==========      =======       ========       ===========    

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    
(2)Units were made available for sale on June 13, 2014.                         

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                                          PIMCO GLOBAL                                    
                            PIMCO EMERGING  PIMCO GLOBAL  MULTI-ASSET   PIMCO REAL  PIMCO TOTAL           
                             MARKETS BOND  BOND PORTFOLIO   MANAGED       RETURN      RETURN     PROFUND  
                              PORTFOLIO      (UNHEDGED)    PORTFOLIO    PORTFOLIO    PORTFOLIO   VP BEAR  
                            -------------- -------------- ------------ -----------  ----------- --------- 
                                                                                                          
INCOME AND EXPENSES:                                                                                      
 Investment Income:                                                                                       
   Dividends from the                                                                                     
    Portfolios.............   $ 978,927       $  6,247      $ 2,213    $   868,618  $2,703,132  $      -- 
 Expenses:                                                                                                
   Asset-based charges.....     277,780          3,010          676        979,651   1,843,812      7,807 
                              ---------       --------      -------    -----------  ----------  --------- 

NET INVESTMENT INCOME                                                                                     
 (LOSS)....................     701,147          3,237        1,537       (111,033)    859,320     (7,807)
                              ---------       --------      -------    -----------  ----------  --------- 

NET REALIZED AND                                                                                          
 UNREALIZED GAIN (LOSS)                                                                                   
 ON INVESTMENTS:                                                                                          
   Net realized gain                                                                                      
    (loss) on investments..    (270,528)           228          861     (1,466,844)   (522,142)  (122,981)
   Net realized gain                                                                                      
    distribution from                                                                                     
    the Portfolios.........     394,835         15,711           --             --          --         -- 
                              ---------       --------      -------    -----------  ----------  --------- 
 Net realized gain                                                                                        
   (loss) on investments...     124,307         15,939          861     (1,466,844)   (522,142)  (122,981)
                              ---------       --------      -------    -----------  ----------  --------- 

 Net change in                                                                                            
   unrealized                                                                                             
   appreciation                                                                                           
   (depreciation) of                                                                                      
   investments.............    (950,167)       (35,281)      (2,270)     2,467,619   2,921,919     48,276 
                              ---------       --------      -------    -----------  ----------  --------- 

NET REALIZED AND                                                                                          
 UNREALIZED GAIN (LOSS)                                                                                   
 ON INVESTMENTS............    (825,860)       (19,342)      (1,409)     1,000,775   2,399,777    (74,705)
                              ---------       --------      -------    -----------  ----------  --------- 

NET INCREASE (DECREASE)                                                                                   
 IN NET ASSETS RESULTING                                                                                  
 FROM OPERATIONS...........   $(124,713)      $(16,105)     $   128    $   889,742  $3,259,097  $ (82,512)
                              =========       ========      =======    ===========  ==========  ========= 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                                                          QS LEGG MASON                      SEI VP   
                                             PUTNAM VT      PUTNAM VT        DYNAMIC                      CONSERVATIVE
                             PROFUND VP      ABSOLUTE      DIVERSIFIED    MULTI-STRATEGY  SEI VP BALANCED   STRATEGY  
                            BIOTECHNOLOGY RETURN 500 FUND INCOME FUND(2) VIT PORTFOLIO(2)  STRATEGY FUND      FUND    
                            ------------- --------------- -------------- ---------------- --------------- ------------
                                                                                                                      
INCOME AND EXPENSES:                                                                                                  
 Investment Income:                                                                                                   
   Dividends from the                                                                                                 
    Portfolios.............  $       --       $    --        $     --        $ 8,527         $ 54,650       $ 83,587  
 Expenses:                                                                                                            
   Asset-based charges.....     423,611         2,595           5,118          2,022           14,740         39,528  
                             ----------       -------        --------        -------         --------       --------  

NET INVESTMENT INCOME                                                                                                 
 (LOSS)....................    (423,611)       (2,595)         (5,118)         6,505           39,910         44,059  
                             ----------       -------        --------        -------         --------       --------  

NET REALIZED AND                                                                                                      
 UNREALIZED GAIN (LOSS)                                                                                               
 ON INVESTMENTS:                                                                                                      
   Net realized gain                                                                                                  
    (loss) on investments..   2,696,058           943          (4,771)            91            5,767          8,390  
   Net realized gain                                                                                                  
    distribution from                                                                                                 
    the Portfolios.........   2,017,922           622              --             --            1,228          1,177  
                             ----------       -------        --------        -------         --------       --------  
 Net realized gain                                                                                                    
   (loss) on investments...   4,713,980         1,565          (4,771)            91            6,995          9,567  
                             ----------       -------        --------        -------         --------       --------  

 Net change in                                                                                                        
   unrealized                                                                                                         
   appreciation                                                                                                       
   (depreciation) of                                                                                                  
   investments.............   2,977,021        10,253         (25,475)        (4,172)         (42,075)       (29,697) 
                             ----------       -------        --------        -------         --------       --------  

NET REALIZED AND                                                                                                      
 UNREALIZED GAIN (LOSS)                                                                                               
 ON INVESTMENTS............   7,691,001        11,818         (30,246)        (4,081)         (35,080)       (20,130) 
                             ----------       -------        --------        -------         --------       --------  

NET INCREASE (DECREASE)                                                                                               
 IN NET ASSETS RESULTING                                                                                              
 FROM OPERATIONS...........  $7,267,390       $ 9,223        $(35,364)       $ 2,424         $  4,830       $ 23,929  
                             ==========       =======        ========        =======         ========       ========  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(2)Units were made available for sale on June 13, 2014.                         

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONTINUED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                               SEI VP        SEI VP                     T. ROWE PRICE  T. ROWE PRICE     TEMPLETON    
                            MARKET GROWTH  MARKET PLUS  SEI VP MODERATE EQUITY INCOME HEALTH SCIENCES    DEVELOPING   
                            STRATEGY FUND STRATEGY FUND  STRATEGY FUND  PORTFOLIO-II   PORTFOLIO-II   MARKETS VIP FUND
                            ------------- ------------- --------------- ------------- --------------- ----------------
                                                                                                                      
INCOME AND EXPENSES:                                                                                                  
 Investment Income:                                                                                                   
   Dividends from the                                                                                                 
    Portfolios.............   $130,864      $ 26,701       $113,736        $14,341      $        --      $ 123,209    
 Expenses:                                                                                                            
   Asset-based charges.....     43,831         9,479         28,058         10,330          755,630        119,316    
                              --------      --------       --------        -------      -----------      ---------    

NET INVESTMENT INCOME                                                                                                 
 (LOSS)....................     87,033        17,222         85,678          4,011         (755,630)         3,893    
                              --------      --------       --------        -------      -----------      ---------    

NET REALIZED AND                                                                                                      
 UNREALIZED GAIN (LOSS)                                                                                               
 ON INVESTMENTS:                                                                                                      
   Net realized gain                                                                                                  
    (loss) on investments..     10,561        17,604          2,747          2,735        3,381,993       (218,605)   
   Net realized gain                                                                                                  
    distribution from                                                                                                 
    the Portfolios.........      4,673         2,453          5,513             --        5,413,325             --    
                              --------      --------       --------        -------      -----------      ---------    
 Net realized gain                                                                                                    
   (loss) on investments...     15,234        20,057          8,260          2,735        8,795,318       (218,605)   
                              --------      --------       --------        -------      -----------      ---------    

 Net change in                                                                                                        
   unrealized                                                                                                         
   appreciation                                                                                                       
   (depreciation) of                                                                                                  
   investments.............    (42,941)      (12,329)       (45,107)        37,801        6,257,655       (677,703)   
                              --------      --------       --------        -------      -----------      ---------    

NET REALIZED AND                                                                                                      
 UNREALIZED GAIN (LOSS)                                                                                               
 ON INVESTMENTS............    (27,707)        7,728        (36,847)        40,536       15,052,973       (896,308)   
                              --------      --------       --------        -------      -----------      ---------    

NET INCREASE (DECREASE)                                                                                               
 IN NET ASSETS RESULTING                                                                                              
 FROM OPERATIONS...........   $ 59,326      $ 24,950       $ 48,831        $44,547      $14,297,343      $(892,415)   
                              ========      ========       ========        =======      ===========      =========    

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF OPERATIONS (CONCLUDED)                                            

FOR THE YEAR ENDED DECEMBER 31, 2014                                            

                                                        [Enlarge/Download Table]

                                                                                            VAN ECK VIP   
                                                TEMPLETON                    VAN ECK VIP   UNCONSTRAINED  
                               TEMPLETON     GLOBAL BOND VIP    TEMPLETON    GLOBAL HARD  EMERGING MARKETS
                            FOREIGN VIP FUND      FUND       GROWTH VIP FUND ASSETS FUND     BOND FUND    
                            ---------------- --------------- --------------- -----------  ----------------
                                                                                                          
INCOME AND EXPENSES:                                                                                      
 Investment Income:                                                                                       
   Dividends from the                                                                                     
    Portfolios.............   $   177,383      $ 5,879,942      $  30,462    $        --      $  1,220    
 Expenses:                                                                                                
   Asset-based charges.....       141,426        1,715,938         31,916        511,123         1,977    
                              -----------      -----------      ---------    -----------      --------    

NET INVESTMENT INCOME                                                                                     
 (LOSS)....................        35,957        4,164,004         (1,454)      (511,123)         (757)   
                              -----------      -----------      ---------    -----------      --------    

NET REALIZED AND                                                                                          
 UNREALIZED GAIN (LOSS)                                                                                   
 ON INVESTMENTS:                                                                                          
   Net realized gain                                                                                      
    (loss) on investments..       290,811         (705,909)       140,531       (773,722)         (494)   
   Net realized gain                                                                                      
    distribution from                                                                                     
    the Portfolios.........            --               --             --             --         1,950    
                              -----------      -----------      ---------    -----------      --------    
 Net realized gain                                                                                        
   (loss) on investments...       290,811         (705,909)       140,531       (773,722)        1,456    
                              -----------      -----------      ---------    -----------      --------    

 Net change in                                                                                            
   unrealized                                                                                             
   appreciation                                                                                           
   (depreciation) of                                                                                      
   investments.............    (1,623,813)      (3,406,769)      (251,189)    (6,663,141)      (19,434)   
                              -----------      -----------      ---------    -----------      --------    

NET REALIZED AND                                                                                          
 UNREALIZED GAIN (LOSS)                                                                                   
 ON INVESTMENTS............    (1,333,002)      (4,112,678)      (110,658)    (7,436,863)      (17,978)   
                              -----------      -----------      ---------    -----------      --------    

NET INCREASE (DECREASE)                                                                                   
 IN NET ASSETS RESULTING                                                                                  
 FROM OPERATIONS...........   $(1,297,045)     $    51,326      $(112,112)   $(7,947,986)     $(18,735)   
                              ===========      ===========      =========    ===========      ========    

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS                                             

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                              ALL ASSET       
                       7TWELVE(TM) BALANCED     ALL ASSET AGGRESSIVE-        AGGRESSIVE-      
                             PORTFOLIO               ALT 25*(B)              ALT 50*(C)       
                     ------------------------  ----------------------  ---------------------- 
                         2014         2013        2014        2013        2014        2013    
                     -----------  -----------  ----------  ----------  ----------  ---------- 
                                                                                              
INCREASE (DECREASE)                                                                           
 IN NET ASSETS                                                                                
FROM OPERATIONS:                                                                              
 Net investment                                                                               
   income (loss).... $  (831,988) $  (411,829) $   30,343  $   14,328  $  120,166  $  109,169 
 Net realized gain                                                                            
   (loss) on                                                                                  
   investments......     823,490      464,863     114,121      18,273         936          -- 
 Net change in                                                                                
   unrealized                                                                                 
   appreciation                                                                               
   (depreciation)                                                                             
   of investments...  (2,067,253)   2,217,398    (166,724)    102,180     (54,929)   (125,012)
                     -----------  -----------  ----------  ----------  ----------  ---------- 
 Net Increase                                                                                 
   (decrease) in                                                                              
   net assets                                                                                 
   resulting from                                                                             
   operations.......  (2,075,751)   2,270,432     (22,260)    134,781      66,173     (15,843)
                     -----------  -----------  ----------  ----------  ----------  ---------- 

FROM CONTRACTOWNERS                                                                           
 TRANSACTIONS:                                                                                
 Payments received                                                                            
   from                                                                                       
   contractowners...  34,566,738   35,844,897   3,745,226   1,862,571     168,821      17,773 
 Transfers between                                                                            
   Variable                                                                                   
   Investment                                                                                 
   Options                                                                                    
   including                                                                                  
   guaranteed                                                                                 
   interest                                                                                   
   account, net.....   1,357,061    1,952,932   1,008,258     244,682     123,855          -- 
 Redemptions for                                                                              
   contract                                                                                   
   benefits and                                                                               
   terminations.....  (2,094,208)  (1,382,322)    (61,764)     (3,037)     (7,174)         -- 
 Contract                                                                                     
   maintenance                                                                                
   charges..........     (13,856)      (5,708)       (795)        (18)         --          -- 
                     -----------  -----------  ----------  ----------  ----------  ---------- 
 Net increase                                                                                 
   (decrease) in                                                                              
   net assets                                                                                 
   resulting from                                                                             
   contractowner                                                                              
   transactions.....  33,815,735   36,409,799   4,690,925   2,104,198     285,502      17,773 
                     -----------  -----------  ----------  ----------  ----------  ---------- 
 Net increase                                                                                 
   (decrease) in                                                                              
   amount retained                                                                            
   by AXA Equitable                                                                           
   in Separate                                                                                
   Account No. 70...         650        2,749         200         101          --   4,000,001 
                     -----------  -----------  ----------  ----------  ----------  ---------- 

NET INCREASE                                                                                  
 (DECREASE) IN NET                                                                            
 ASSETS.............  31,740,634   38,682,980   4,668,865   2,239,080     351,675   4,001,931 
NET ASSETS --                                                                                 
 BEGINNING OF YEAR                                                                            
 OR PERIOD..........  56,711,313   18,028,333   2,239,080          --   4,001,931          -- 
                     -----------  -----------  ----------  ----------  ----------  ---------- 

NET ASSETS -- END                                                                             
 OF YEAR OR PERIOD.. $88,451,947  $56,711,313  $6,907,945  $2,239,080  $4,353,606  $4,001,931 
                     ===========  ===========  ==========  ==========  ==========  ========== 
CHANGES IN UNITS                                                                              
 (000'S):                                                                                     
UNIT ACTIVITY CLASS                                                                           
 B                                                                                            
 Issued.............          --           --         483         214          30           2 
 Redeemed...........          --           --         (55)        (12)         (2)         -- 
                     -----------  -----------  ----------  ----------  ----------  ---------- 
 Net Increase                                                                                 
   (Decrease).......          --           --         428         202          28           2 
                     ===========  ===========  ==========  ==========  ==========  ========== 
UNIT ACTIVITY                                                                                 
 COMMON SHARES                                                                                
 Issued.............       4,000        3,936          --          --          --          -- 
 Redeemed...........        (864)        (552)         --          --          --          -- 
                     -----------  -----------  ----------  ----------  ----------  ---------- 
 Net Increase                                                                                 
   (Decrease).......       3,136        3,384          --          --          --          -- 
                     ===========  ===========  ==========  ==========  ==========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    
(b)Units were made available on February 19, 2013.                              
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                             ALL ASSET       
                            ALL ASSET               ALL ASSET                MODERATE        
                      AGGRESSIVE-ALT 75*(C)     GROWTH-ALT 20*(A)        GROWTH-ALT 15*(B)   
                     ----------------------  -----------------------  ---------------------- 
                        2014        2013         2014        2013        2014        2013    
                     ----------  ----------  -----------  ----------  ----------  ---------- 
                                                                                             
INCREASE (DECREASE)                                                                          
 IN NET ASSETS                                                                               
FROM OPERATIONS:                                                                             
 Net investment                                                                              
   income (loss).... $  138,735  $  109,699  $    17,803  $   14,037  $   65,153  $   17,963 
 Net realized gain                                                                           
   (loss) on                                                                                 
   investments......        458          --      364,776     583,034      89,718      17,449 
 Net change in                                                                               
   unrealized                                                                                
   appreciation                                                                              
   (depreciation)                                                                            
   of investments...   (147,407)   (176,405)    (291,122)    324,925    (156,869)     54,599 
                     ----------  ----------  -----------  ----------  ----------  ---------- 

 Net Increase                                                                                
   (decrease) in                                                                             
   net assets                                                                                
   resulting from                                                                            
   operations.......     (8,214)    (66,706)      91,457     921,996      (1,998)     90,011 
                     ----------  ----------  -----------  ----------  ----------  ---------- 

FROM CONTRACTOWNERS                                                                          
 TRANSACTIONS:                                                                               
 Payments received                                                                           
   from                                                                                      
   contractowners...    439,900      15,000    3,679,625   3,554,574   5,975,031   3,180,747 
 Transfers from                                                                              
   Separate Account                                                                          
   No. 49...........         --          --           --   5,229,199          --          -- 
 Transfers between                                                                           
   Variable                                                                                  
   Investment                                                                                
   Options                                                                                   
   including                                                                                 
   guaranteed                                                                                
   interest                                                                                  
   account, net.....     33,828          --     (452,149)   (396,672)    691,460    (639,212)
 Redemptions for                                                                             
   contract                                                                                  
   benefits and                                                                              
   terminations.....     (3,006)         --     (638,358)   (414,504)   (346,967)    (21,328)
 Contract                                                                                    
   maintenance                                                                               
   charges..........         --          --       (2,946)     (2,089)     (1,108)         -- 
                     ----------  ----------  -----------  ----------  ----------  ---------- 

 Net increase                                                                                
   (decrease) in                                                                             
   net assets                                                                                
   resulting from                                                                            
   contractowner                                                                             
   transactions.....    470,722      15,000    2,586,172   7,970,508   6,318,416   2,520,207 
                     ----------  ----------  -----------  ----------  ----------  ---------- 

 Net increase                                                                                
   (decrease) in                                                                             
   amount retained                                                                           
   by AXA Equitable                                                                          
   in Separate                                                                               
   Account No. 70...         --   3,999,999           --          --         249         101 
                     ----------  ----------  -----------  ----------  ----------  ---------- 

NET INCREASE                                                                                 
 (DECREASE) IN NET                                                                           
 ASSETS.............    462,508   3,948,293    2,677,629   8,892,504   6,316,667   2,610,319 
NET ASSETS --                                                                                
 BEGINNING OF YEAR                                                                           
 OR PERIOD..........  3,948,293          --    9,868,324     975,820   2,610,319          -- 
                     ----------  ----------  -----------  ----------  ----------  ---------- 

NET ASSETS -- END                                                                            
 OF YEAR OR PERIOD.. $4,410,801  $3,948,293  $12,545,953  $9,868,324  $8,926,986  $2,610,319 
                     ==========  ==========  ===========  ==========  ==========  ========== 
CHANGES IN UNITS                                                                             
 (000'S):                                                                                    
UNIT ACTIVITY                                                                                
 CLASS A                                                                                     
 Issued.............         --          --          303         339          --          -- 
 Transferred from                                                                            
   Separate Account                                                                          
   No. 49...........         --          --           --         430          --          -- 
 Redeemed...........         --          --         (117)       (129)         --          -- 
                     ----------  ----------  -----------  ----------  ----------  ---------- 
 Net Increase                                                                                
   (Decrease).......         --          --          186         640          --          -- 
                     ==========  ==========  ===========  ==========  ==========  ========== 

UNIT ACTIVITY CLASS                                                                          
 B                                                                                           
 Issued.............         48           2           --          --         631         354 
 Redeemed...........         (2)         --           --          --         (46)       (109)
                     ----------  ----------  -----------  ----------  ----------  ---------- 
 Net Increase                                                                                
   (Decrease).......         46           2           --          --         585         245 
                     ==========  ==========  ===========  ==========  ==========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(b)Units were made available on February 19, 2013.                              
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                            ALLIANCEBERNSTEIN                                                                 
                                                   VPS            ALLIANCEBERNSTEIN  ALLIANCEBERNSTEIN    ALLIANCEBERNSTEIN   
                                             BALANCED WEALTH     VPS GLOBAL THEMATIC  VPS GROWTH AND      VPS INTERNATIONAL   
                                                STRATEGY               GROWTH             INCOME               GROWTH         
                                             PORTFOLIO**(A)        PORTFOLIO**(L)     PORTFOLIO**(L)       PORTFOLIO**(A)     
                                         ----------------------  ------------------- ----------------- ---------------------- 
                                            2014        2013            2014               2014           2014        2013    
                                         ----------  ----------  ------------------- ----------------- ----------  ---------- 
                                                                                                                              
INCREASE (DECREASE) IN NET ASSETS                                                                                             
FROM OPERATIONS:                                                                                                              
 Net investment income (loss)........... $   51,740  $   41,144       $     (8)           $   (9)      $ (117,138) $  (42,287)
 Net realized gain (loss) on investments    970,089     118,719             --                 8           89,106      13,715 
 Net change in unrealized appreciation                                                                                        
   (depreciation) of investments........   (735,266)    529,485           (152)               84         (240,800)    741,582 
                                         ----------  ----------       --------            ------       ----------  ---------- 

 Net Increase (decrease) in net assets                                                                                        
   resulting from operations............    286,563     689,348           (160)               83         (268,832)    713,010 
                                         ----------  ----------       --------            ------       ----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                             
 Payments received from contractowners..    320,306     518,849         18,000             3,742        1,838,907   1,496,016 
 Transfers from Separate Account No. 49.         --   3,080,327             --                --               --   4,810,664 
 Transfers between Variable Investment                                                                                        
   Options including guaranteed                                                                                               
   interest account, net................   (510,910)    103,654             --             1,167          (30,736)    121,500 
 Redemptions for contract benefits and                                                                                        
   terminations.........................   (364,283)   (431,829)            --                --         (334,103)   (203,572)
 Contract maintenance charges...........       (591)       (589)            --                --           (1,168)       (993)
                                         ----------  ----------       --------            ------       ----------  ---------- 

 Net increase (decrease) in net assets                                                                                        
   resulting from contractowner                                                                                               
   transactions.........................   (555,478)  3,270,412         18,000             4,909        1,472,900   6,223,615 
                                         ----------  ----------       --------            ------       ----------  ---------- 

 Net increase (decrease) in amount                                                                                            
   retained by AXA Equitable in                                                                                               
   Separate Account No. 70..............         --          --             25                25               --          -- 
                                         ----------  ----------       --------            ------       ----------  ---------- 

NET INCREASE (DECREASE) IN NET ASSETS...   (268,915)  3,959,760         17,865             5,017        1,204,068   6,936,625 
NET ASSETS -- BEGINNING OF YEAR OR                                                                                            
 PERIOD.................................  5,367,215   1,407,455             --                --        7,506,352     569,727 
                                         ----------  ----------       --------            ------       ----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD..... $5,098,300  $5,367,215       $ 17,865            $5,017       $8,710,420  $7,506,352 
                                         ==========  ==========       ========            ======       ==========  ========== 

CHANGES IN UNITS (000'S):                                                                                                     
UNIT ACTIVITY CLASS B                                                                                                         
 Issued.................................         33          81              2                 1              196         182 
 Transferred from Separate Account                                                                                            
   No. 49...............................         --         263             --                --               --         455 
 Redeemed...............................        (72)        (65)            --                (1)             (74)        (54)
                                         ----------  ----------       --------            ------       ----------  ---------- 
 Net Increase (Decrease)................        (39)        279              2                --              122         583 
                                         ==========  ==========       ========            ======       ==========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
** Denotes Variable Investment Options that invest in shares of a Portfolio of  
AllianceBernstein Variable Product Series Fund, Inc., an affiliate of AXA 
Equitable.                                                                
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(l)Units were made available for sale on September 22, 2014.                    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                                   AMERICAN CENTURY      AMERICAN CENTURY    
                                    ALLIANCEBERNSTEIN VPS  ALLIANCEBERNSTEIN VPS     VP INFLATION            VP LARGE        
                                    REAL ESTATE INVESTMENT  SMALL/MID CAP VALUE       PROTECTION              COMPANY        
                                        PORTFOLIO**(L)        PORTFOLIO**(L)           FUND(C)              VALUE(A)(C)      
                                    ---------------------- --------------------- -------------------  ---------------------- 
                                             2014                  2014             2014       2013      2014        2013    
                                    ---------------------- --------------------- ----------  -------  ----------  ---------- 
                                                                                                                             
INCREASE (DECREASE) IN NET ASSETS                                                                                            
FROM OPERATIONS:                                                                                                             
 Net investment income (loss)......        $   (117)             $   (252)       $    2,612  $   (51) $   (3,932) $   (1,146)
 Net realized gain (loss) on                                                                                                 
   investments.....................               7                     1             7,857       (1)    190,582     306,055 
 Net change in unrealized                                                                                                    
   appreciation (depreciation) of                                                                                            
   investments.....................           2,532                 3,988           (36,864)    (349)     68,190     238,882 
                                           --------              --------        ----------  -------  ----------  ---------- 
 Net Increase (decrease) in net                                                                                              
   assets resulting from operations           2,422                 3,737           (26,395)    (401)    254,840     543,791 
                                           --------              --------        ----------  -------  ----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                            
 Payments received from                                                                                                      
   contractowners..................          98,241                52,567         1,501,446   83,864      58,666      85,899 
 Transfers from Separate Account                                                                                             
   No. 49..........................              --                    --                --       --          --   1,608,903 
 Transfers between Variable                                                                                                  
   Investment Options including                                                                                              
   guaranteed interest account, net           3,010                90,834           675,596       --      40,574     182,098 
 Redemptions for contract benefits                                                                                           
   and terminations................              --                  (777)          (64,541)    (473)   (127,692)    (65,748)
 Contract maintenance charges......              --                    --                --       --        (396)       (452)
                                           --------              --------        ----------  -------  ----------  ---------- 

 Net increase (decrease) in net                                                                                              
   assets resulting from                                                                                                     
   contractowner transactions......         101,251               142,624         2,112,501   83,391     (28,848)  1,810,700 
                                           --------              --------        ----------  -------  ----------  ---------- 

 Net increase (decrease) in amount                                                                                           
   retained by AXA Equitable in                                                                                              
   Separate Account No. 70.........              25                    26                66        9          --         999 
                                           --------              --------        ----------  -------  ----------  ---------- 

NET INCREASE (DECREASE) IN NET                                                                                               
 ASSETS............................         103,698               146,387         2,086,172   82,999     225,992   2,355,490 
NET ASSETS -- BEGINNING OF YEAR OR                                                                                           
 PERIOD............................              --                    --            82,999       --   2,355,490          -- 
                                           --------              --------        ----------  -------  ----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD        $103,698              $146,387        $2,169,171  $82,999  $2,581,482  $2,355,490 
                                           ========              ========        ==========  =======  ==========  ========== 

CHANGES IN UNITS (000'S):                                                                                                    
UNIT ACTIVITY CLASS B                                                                                                        
 Issued............................               9                    15                --       --          --          -- 
                                           --------              --------        ----------  -------  ----------  ---------- 
 Net Increase (Decrease)...........               9                    15                --       --          --          -- 
                                           ========              ========        ==========  =======  ==========  ========== 

UNIT ACTIVITY CLASS II                                                                                                       
 Issued............................              --                    --               220        8          43         107 
 Transferred from Separate Account                                                                                           
   No. 49..........................              --                    --                --       --          --         128 
 Redeemed..........................              --                    --               (10)      --         (44)        (91)
                                           --------              --------        ----------  -------  ----------  ---------- 
 Net Increase (Decrease)...........              --                    --               210        8          (1)        144 
                                           ========              ========        ==========  =======  ==========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
** Denotes Variable Investment Options that invest in shares of a Portfolio of  
AllianceBernstein Variable Product Series Fund, Inc., an affiliate of AXA 
Equitable.                                                                
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(c)Units were made available on November 18, 2013.                              
(l)Units were made available for sale on September 22, 2014.                    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                                AMERICAN FUNDS                             
                                                                              INSURANCE SERIES(R)       AMERICAN FUNDS     
                                                    AMERICAN CENTURY VP MID    ASSET ALLOCATION      INSURANCE SERIES(R)   
                                                       CAP VALUE FUND(A)          FUND/SM/(B)          BOND FUND/SM/(C)    
                                                   ------------------------  --------------------  ----------------------- 
                                                       2014         2013        2014       2013        2014        2013    
                                                   -----------  -----------  ----------  --------  -----------  ---------- 
                                                                                                                           
INCREASE (DECREASE) IN NET ASSETS                                                                                          
FROM OPERATIONS:                                                                                                           
 Net investment income (loss)..................... $  (141,579) $   (68,648) $   63,929  $  1,715  $   110,613  $   15,603 
 Net realized gain (loss) on investments..........   2,834,795      710,277     144,162        (1)       3,118       1,006 
 Net change in unrealized appreciation                                                                                     
   (depreciation) of investments..................   2,292,870    3,953,287     (62,632)    2,935      (11,822)    (39,027)
                                                   -----------  -----------  ----------  --------  -----------  ---------- 

 Net Increase (decrease) in net assets resulting                                                                           
   from operations................................   4,986,086    4,594,916     145,459     4,649      101,909     (22,418)
                                                   -----------  -----------  ----------  --------  -----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                          
 Payments received from contractowners............  12,283,313    7,597,075   6,273,282   351,222    4,332,536   1,375,349 
 Transfers from Separate Account No. 49...........          --    9,649,511          --        --           --          -- 
 Transfers between Variable Investment Options                                                                             
   including guaranteed interest account, net.....   3,945,627    3,819,278   1,128,537        --    4,605,189     108,573 
 Redemptions for contract benefits and                                                                                     
   terminations...................................  (1,056,418)    (530,944)   (241,166)       --     (147,872)    (12,577)
 Contract maintenance charges.....................      (3,911)      (2,365)         --        --         (377)         (4)
                                                   -----------  -----------  ----------  --------  -----------  ---------- 

 Net increase (decrease) in net assets resulting                                                                           
   from contractowner transactions................  15,168,611   20,532,555   7,160,653   351,222    8,789,476   1,471,341 
                                                   -----------  -----------  ----------  --------  -----------  ---------- 

 Net increase (decrease) in amount retained by                                                                             
   AXA Equitable in Separate Account No. 70.......          --          499         701        26          290          60 
                                                   -----------  -----------  ----------  --------  -----------  ---------- 

NET INCREASE (DECREASE) IN NET ASSETS.............  20,154,697   25,127,970   7,306,813   355,897    8,891,675   1,448,983 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........  27,681,615    2,553,645     355,897        --    1,448,983          -- 
                                                   -----------  -----------  ----------  --------  -----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD............... $47,836,312  $27,681,615  $7,662,710  $355,897  $10,340,658  $1,448,983 
                                                   ===========  ===========  ==========  ========  ===========  ========== 

CHANGES IN UNITS (000'S):                                                                                                  
UNIT ACTIVITY CLASS 4                                                                                                      
 Issued...........................................          --           --         705        35          924         170 
 Redeemed.........................................          --           --         (22)       --          (45)        (20)
                                                   -----------  -----------  ----------  --------  -----------  ---------- 
 Net Increase (Decrease)..........................          --           --         683        35          879         150 
                                                   ===========  ===========  ==========  ========  ===========  ========== 

UNIT ACTIVITY CLASS II                                                                                                     
 Issued...........................................       1,192          814          --        --           --          -- 
 Transferred from Separate Account No. 49.........          --          700          --        --           --          -- 
 Redeemed.........................................        (219)        (128)         --        --           --          -- 
                                                   -----------  -----------  ----------  --------  -----------  ---------- 
 Net Increase (Decrease)..........................         973        1,386          --        --           --          -- 
                                                   ===========  ===========  ==========  ========  ===========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(b)Units were made available on February 19, 2013.                              
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                 AMERICAN FUNDS                            
                                           AMERICAN FUNDS           INSURANCE             AMERICAN FUNDS   
                                              INSURANCE         SERIES(R) GLOBAL             INSURANCE     
                                          SERIES(R) GLOBAL            SMALL              SERIES(R) GROWTH- 
                                         GROWTH FUND/SM/(C)  CAPITALIZATION FUND/SM/(C) INCOME FUND/SM/(C) 
                                         ------------------- -------------------------  -------------------
                                            2014      2013      2014          2013         2014      2013  
                                         ----------  -------  ----------   ----------   ----------  -------
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS                                                                          
FROM OPERATIONS:                                                                                           
 Net investment income (loss)........... $    5,532  $   589 $  (60,476)   $   (5,436)  $    8,847  $     9
 Net realized gain (loss) on investments     30,878       --     74,602        13,451       33,028       --
 Net change in unrealized appreciation                                                                     
   (depreciation) of investments........     (7,382)   1,649    (69,093)      106,369       26,094      858
                                         ----------  -------  ----------   ----------   ----------  -------

 Net Increase (decrease) in net assets                                                                     
   resulting from operations............     29,028    2,238    (54,967)      114,384       67,969      867
                                         ----------  -------  ----------   ----------   ----------  -------

FROM CONTRACTOWNERS TRANSACTIONS:                                                                          
 Payments received from contractowners..    857,917   77,403  3,367,734     1,401,835    1,014,650   64,142
 Transfers between Variable Investment                                                                     
   Options including guaranteed                                                                            
   interest account, net................    434,692       --  1,836,339       366,086      427,421       --
 Redemptions for contract benefits and                                                                     
   terminations.........................    (45,548)      --    (96,043)      (23,268)     (14,099)      --
 Contract maintenance charges...........         --       --       (407)           (8)          --       --
                                         ----------  -------  ----------   ----------   ----------  -------

 Net increase (decrease) in net assets                                                                     
   resulting from contractowner                                                                            
   transactions.........................  1,247,061   77,403  5,107,623     1,744,645    1,427,972   64,142
                                         ----------  -------  ----------   ----------   ----------  -------

 Net increase (decrease) in amount                                                                         
   retained by AXA Equitable in                                                                            
   Separate Account No. 70..............         45        4        100           198          390       11
                                         ----------  -------  ----------   ----------   ----------  -------

NET INCREASE (DECREASE) IN NET ASSETS...  1,276,134   79,645  5,052,756     1,859,227    1,496,331   65,020
NET ASSETS -- BEGINNING OF YEAR OR                                                                         
 PERIOD.................................     79,645       --  1,859,227            --       65,020       --
                                         ----------  -------  ----------   ----------   ----------  -------

NET ASSETS -- END OF YEAR OR PERIOD..... $1,355,779  $79,645 $6,911,983    $1,859,227   $1,561,351  $65,020
                                         ==========  =======  ==========   ==========   ==========  =======

CHANGES IN UNITS (000'S):                                                                                  

UNIT ACTIVITY CLASS 4                                                                                      
 Issued.................................        135        7        532           176          147        6
 Redeemed...............................        (13)      --        (88)          (16)         (17)      --
                                         ----------  -------  ----------   ----------   ----------  -------
 Net Increase (Decrease)................        122        7        444           160          130        6
                                         ==========  =======  ==========   ==========   ==========  =======

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                         AMERICAN FUNDS                              
                                                 AMERICAN FUNDS        INSURANCE SERIES(R)                           
                                              INSURANCE SERIES(R)         MANAGED RISK            AMERICAN FUNDS     
                                              INTERNATIONAL GROWTH      ASSET ALLOCATION     INSURANCE SERIES(R) NEW 
                                              AND INCOME FUND/SM/(C)       FUND/SM/(C)           WORLD FUND(R)(B)    
                                              ---------------------- ----------------------  ----------------------- 
                                                 2014        2013       2014        2013         2014        2013    
                                              ----------   --------  ----------  ----------  -----------  ---------- 
                                                                                                                     
INCREASE (DECREASE) IN NET ASSETS                                                                                    
FROM OPERATIONS:                                                                                                     
 Net investment income (loss)................ $   36,981   $     17  $  (55,973) $    5,101  $    18,452  $   47,771 
 Net realized gain (loss) on investments.....     24,652         26      68,846      41,624    1,130,262      21,229 
 Net change in unrealized appreciation                                                                               
   (depreciation) of investments.............   (143,952)     1,402      65,081      99,482   (3,075,855)    222,749 
                                              ----------   --------  ----------  ----------  -----------  ---------- 
 Net Increase (decrease) in net assets                                                                               
   resulting from operations.................    (82,319)     1,445      77,954     146,207   (1,927,141)    291,749 
                                              ----------   --------  ----------  ----------  -----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                    
 Payments received from contractowners.......  1,123,332    123,699   3,405,698   1,120,469    9,908,242   3,267,446 
 Transfers between Variable Investment                                                                               
   Options including guaranteed interest                                                                             
   account, net..............................    559,717         --     111,418     939,717    5,707,296   3,086,702 
 Redemptions for contract benefits and                                                                               
   terminations..............................    (63,912)        --    (110,647)    (26,471)    (282,618)    (21,099)
 Contract maintenance charges................         --         --        (184)         (4)        (883)        (54)
                                              ----------   --------  ----------  ----------  -----------  ---------- 

 Net increase (decrease) in net assets                                                                               
   resulting from contractowner transactions.  1,619,137    123,699   3,406,285   2,033,711   15,332,037   6,332,995 
                                              ----------   --------  ----------  ----------  -----------  ---------- 

 Net increase (decrease) in amount retained                                                                          
   by AXA Equitable in Separate Account                                                                              
   No. 70....................................        (10)        12         102         101           --         500 
                                              ----------   --------  ----------  ----------  -----------  ---------- 

NET INCREASE (DECREASE) IN NET ASSETS........  1,536,808    125,156   3,484,341   2,180,019   13,404,896   6,625,244 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD....    125,156         --   2,180,019          --    6,625,244          -- 
                                              ----------   --------  ----------  ----------  -----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD.......... $1,661,964   $125,156  $5,664,360  $2,180,019  $20,030,140  $6,625,244 
                                              ==========   ========  ==========  ==========  ===========  ========== 

CHANGES IN UNITS (000'S):                                                                                            
UNIT ACTIVITY CLASS 4                                                                                                
 Issued......................................        199         12          --          --        1,645         649 
 Redeemed....................................        (39)        --          --          --         (191)        (34)
                                              ----------   --------  ----------  ----------  -----------  ---------- 
 Net Increase (Decrease).....................        160         12          --          --        1,454         615 
                                              ==========   ========  ==========  ==========  ===========  ========== 

UNIT ACTIVITY CLASS P-2                                                                                              
 Issued......................................         --         --         388         273           --          -- 
 Redeemed....................................         --         --         (90)        (82)          --          -- 
                                              ----------   --------  ----------  ----------  -----------  ---------- 
 Net Increase (Decrease).....................         --         --         298         191           --          -- 
                                              ==========   ========  ==========  ==========  ===========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(b)Units were made available on February 19, 2013.                              
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                              AXA 400 MANAGED            AXA 500 MANAGED            AXA 2000 MANAGED     
                                              VOLATILITY*(A)             VOLATILITY*(A)              VOLATILITY*(A)      
                                         ------------------------  --------------------------  ------------------------- 
                                             2014         2013         2014          2013          2014         2013     
                                         -----------  -----------  ------------  ------------  -----------  ------------ 
                                                                                                                         
INCREASE (DECREASE) IN NET ASSETS                                                                                        
FROM OPERATIONS:                                                                                                         
 Net investment income (loss)........... $  (802,625) $  (921,711) $ (1,610,047) $ (1,751,126) $(1,051,477) $ (1,038,458)
 Net realized gain (loss) on investments   6,533,373    7,035,043    14,722,212    20,581,045    6,148,952    11,261,332 
 Net change in unrealized appreciation                                                                                   
   (depreciation) of investments........    (344,281)  12,177,449     5,879,376    24,278,948   (2,915,103)   12,972,416 
                                         -----------  -----------  ------------  ------------  -----------  ------------ 

 Net Increase (decrease) in net assets                                                                                   
   resulting from operations............   5,386,467   18,290,781    18,991,541    43,108,867    2,182,372    23,195,290 
                                         -----------  -----------  ------------  ------------  -----------  ------------ 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                        
 Payments received from contractowners..   2,059,233    4,091,816     3,712,928     6,471,818    2,196,149     3,218,760 
 Transfers from Separate Account No. 49.          --   63,476,172            --   152,408,774           --    69,827,439 
 Transfers between Variable Investment                                                                                   
   Options including guaranteed                                                                                          
   interest account, net................  (2,542,503)  (5,665,923)   (8,796,011)  (12,092,600)     852,973   (10,106,118)
 Redemptions for contract benefits and                                                                                   
   terminations.........................  (3,101,842)  (2,271,104)   (8,891,125)   (4,790,865)  (3,586,702)   (2,389,437)
 Contract maintenance charges...........  (1,084,336)    (967,865)   (2,534,422)   (2,387,954)  (1,159,781)   (1,065,364)
                                         -----------  -----------  ------------  ------------  -----------  ------------ 

 Net increase (decrease) in net assets                                                                                   
   resulting from contractowner                                                                                          
   transactions.........................  (4,669,448)  58,663,096   (16,508,630)  139,609,173   (1,697,361)   59,485,280 
                                         -----------  -----------  ------------  ------------  -----------  ------------ 

NET INCREASE (DECREASE) IN NET ASSETS...     717,019   76,953,877     2,482,911   182,718,040      485,011    82,680,570 
NET ASSETS -- BEGINNING OF YEAR OR                                                                                       
 PERIOD.................................  76,953,877           --   182,718,040            --   82,680,570            -- 
                                         -----------  -----------  ------------  ------------  -----------  ------------ 

NET ASSETS -- END OF YEAR OR PERIOD..... $77,670,896  $76,953,877  $185,200,951  $182,718,040  $83,165,581  $ 82,680,570 
                                         ===========  ===========  ============  ============  ===========  ============ 

CHANGES IN UNITS (000'S):                                                                                                
UNIT ACTIVITY CLASS B                                                                                                    
 Issued.................................         365          694           886         1,607          482           533 
 Transferred from Separate Account                                                                                       
   No. 49...............................          --        4,831            --        12,549           --         5,328 
 Redeemed...............................        (605)        (980)       (1,870)       (2,466)        (546)       (1,180)
                                         -----------  -----------  ------------  ------------  -----------  ------------ 
 Net Increase (Decrease)................        (240)       4,545          (984)       11,690          (64)        4,681 
                                         ===========  ===========  ============  ============  ===========  ============ 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                    AXA AGGRESSIVE              AXA AGGRESSIVE                  AXA BALANCED          
                                    ALLOCATION*(A)                 STRATEGY*                    STRATEGY*(A)          
                               ------------------------  ----------------------------  ------------------------------ 
                                   2014         2013          2014           2013           2014            2013      
                               -----------  -----------  --------------  ------------  --------------  -------------- 
                                                                                                                      
INCREASE (DECREASE) IN NET                                                                                            
 ASSETS                                                                                                               
FROM OPERATIONS:                                                                                                      
 Net investment income (loss). $    24,171  $   218,284  $    6,287,599  $ 13,677,720  $   (3,317,272) $   11,704,499 
 Net realized gain (loss) on                                                                                          
   investments................   2,375,863    1,169,196      34,883,837     5,417,736      54,254,835      17,539,114 
 Net change in unrealized                                                                                             
   appreciation                                                                                                       
   (depreciation) of                                                                                                  
   investments................  (1,723,630)   2,903,517      17,002,624    52,475,605       6,561,423     113,795,682 
                               -----------  -----------  --------------  ------------  --------------  -------------- 

 Net Increase (decrease) in                                                                                           
   net assets resulting from                                                                                          
   operations.................     676,404    4,290,997      58,174,060    71,571,061      57,498,986     143,039,295 
                               -----------  -----------  --------------  ------------  --------------  -------------- 

FROM CONTRACTOWNERS                                                                                                   
 TRANSACTIONS:                                                                                                        
 Payments received from                                                                                               
   contractowners.............   1,340,666    1,446,783     612,858,015   418,499,642     456,036,822     463,721,740 
 Transfers from Separate                                                                                              
   Account No. 49.............          --   14,747,567              --            --              --     744,206,413 
 Transfers between Variable                                                                                           
   Investment Options                                                                                                 
   including guaranteed                                                                                               
   interest account, net......  (1,032,837)    (397,826)    200,877,467   139,904,372     146,540,662     182,313,676 
 Redemptions for contract                                                                                             
   benefits and terminations..  (1,135,060)    (793,728)    (15,293,260)   (9,986,845)    (56,757,959)    (30,935,713)
 Contract maintenance charges.      (6,265)      (6,898)    (12,847,454)   (2,407,511)    (26,183,183)    (15,627,549)
                               -----------  -----------  --------------  ------------  --------------  -------------- 

 Net increase (decrease) in                                                                                           
   net assets resulting from                                                                                          
   contractowner transactions.    (833,496)  14,995,898     785,594,768   546,009,658     519,636,342   1,343,678,567 
                               -----------  -----------  --------------  ------------  --------------  -------------- 

 Net increase (decrease) in                                                                                           
   amount retained by AXA                                                                                             
   Equitable in Separate                                                                                              
   Account No. 70.............          --          907          30,951        17,397          19,702           4,499 
                               -----------  -----------  --------------  ------------  --------------  -------------- 

NET INCREASE (DECREASE) IN                                                                                            
 NET ASSETS...................    (157,092)  19,287,802     843,799,779   617,598,116     577,155,030   1,486,722,361 
NET ASSETS -- BEGINNING OF                                                                                            
 YEAR OR PERIOD...............  21,568,388    2,280,586     741,515,374   123,917,258   1,658,531,964     171,809,603 
                               -----------  -----------  --------------  ------------  --------------  -------------- 

NET ASSETS -- END OF YEAR OR                                                                                          
 PERIOD....................... $21,411,296  $21,568,388  $1,585,315,153  $741,515,374  $2,235,686,994  $1,658,531,964 
                               ===========  ===========  ==============  ============  ==============  ============== 

CHANGES IN UNITS (000'S):                                                                                             
UNIT ACTIVITY CLASS A                                                                                                 
 Issued.......................          56          395              --            --              --              -- 
 Transferred from Separate                                                                                            
   Account No. 49.............          --        1,252              --            --              --              -- 
 Redeemed.....................        (177)        (372)             --            --              --              -- 
                               -----------  -----------  --------------  ------------  --------------  -------------- 
 Net Increase (Decrease)......        (121)       1,275              --            --              --              -- 
                               ===========  ===========  ==============  ============  ==============  ============== 

UNIT ACTIVITY CLASS B                                                                                                 
 Issued.......................          98            2          62,621        48,315          48,287          54,643 
 Transferred from Separate                                                                                            
   Account No. 49.............          --           --              --            --              --          63,621 
 Redeemed.....................          (6)          --          (1,990)       (1,938)         (7,818)         (5,448)
                               -----------  -----------  --------------  ------------  --------------  -------------- 
 Net Increase (Decrease)......          92            2          60,631        46,377          40,469         112,816 
                               ===========  ===========  ==============  ============  ==============  ============== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                     AXA CONSERVATIVE             AXA CONSERVATIVE           AXA GLOBAL EQUITY    
                                    GROWTH STRATEGY*(A)             STRATEGY*(A)          MANAGED VOLATILITY*(A)  
                               ----------------------------  --------------------------  ------------------------ 
                                    2014           2013          2014          2013          2014         2013    
                               --------------  ------------  ------------  ------------  -----------  ----------- 
                                                                                                                  
INCREASE (DECREASE) IN NET                                                                                        
 ASSETS                                                                                                           
FROM OPERATIONS:                                                                                                  
 Net investment income (loss). $   (2,913,441) $  3,475,046  $ (3,219,750) $ (1,090,556) $   (57,189) $   (58,849)
 Net realized gain (loss) on                                                                                      
   investments................     24,159,116     9,900,090     9,579,466     5,424,947      375,873      260,697 
 Net change in unrealized                                                                                         
   appreciation                                                                                                   
   (depreciation) of                                                                                              
   investments................        991,346    42,543,114        55,766     7,702,854     (309,319)   1,724,575 
                               --------------  ------------  ------------  ------------  -----------  ----------- 

 Net Increase (decrease) in                                                                                       
   net assets resulting from                                                                                      
   operations.................     22,237,021    55,918,250     6,415,482    12,037,245        9,365    1,926,423 
                               --------------  ------------  ------------  ------------  -----------  ----------- 

FROM CONTRACTOWNERS                                                                                               
 TRANSACTIONS:                                                                                                    
 Payments received from                                                                                           
   contractowners.............    204,198,825   219,631,938   108,482,504   135,826,745    2,190,593    2,174,768 
 Transfers from Separate                                                                                          
   Account No. 49.............             --   389,754,452            --   269,945,716           --    8,586,219 
 Transfers between Variable                                                                                       
   Investment Options                                                                                             
   including guaranteed                                                                                           
   interest account, net......     44,849,221    77,131,529    33,761,461    19,450,349      138,627      296,606 
 Redemptions for contract                                                                                         
   benefits and terminations..    (35,021,980)  (20,396,892)  (31,553,368)  (16,932,667)    (534,618)    (253,430)
 Contract maintenance charges.    (12,598,616)   (8,416,003)   (7,663,037)   (5,643,400)    (128,675)     (97,349)
                               --------------  ------------  ------------  ------------  -----------  ----------- 

 Net increase (decrease) in                                                                                       
   net assets resulting from                                                                                      
   contractowner transactions.    201,427,450   657,705,024   103,027,560   402,646,743    1,665,927   10,706,814 
                               --------------  ------------  ------------  ------------  -----------  ----------- 

 Net increase (decrease) in                                                                                       
   amount retained by AXA                                                                                         
   Equitable in Separate                                                                                          
   Account No. 70.............          4,501         7,502         1,500         5,999           --          500 
                               --------------  ------------  ------------  ------------  -----------  ----------- 

NET INCREASE (DECREASE) IN                                                                                        
 NET ASSETS...................    223,668,972   713,630,776   109,444,542   414,689,987    1,675,292   12,633,737 
NET ASSETS -- BEGINNING OF                                                                                        
 YEAR OR PERIOD...............    827,711,699   114,080,923   490,128,886    75,438,899   13,220,955      587,218 
                               --------------  ------------  ------------  ------------  -----------  ----------- 

NET ASSETS -- END OF YEAR OR                                                                                      
 PERIOD....................... $1,051,380,671  $827,711,699  $599,573,428  $490,128,886  $14,896,247  $13,220,955 
                               ==============  ============  ============  ============  ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                         
UNIT ACTIVITY CLASS A                                                                                             
 Issued.......................             --            --            --            --          180          152 
 Transferred from Separate                                                                                        
   Account No. 49.............             --            --            --            --           --          345 
 Redeemed.....................             --            --            --            --          (99)         (68)
                               --------------  ------------  ------------  ------------  -----------  ----------- 
 Net Increase (Decrease)......             --            --            --            --           81          429 
                               ==============  ============  ============  ============  ===========  =========== 

UNIT ACTIVITY CLASS B                                                                                             
 Issued.......................         23,660        27,979        19,195        22,418           50           80 
 Transferred from Separate                                                                                        
   Account No. 49.............             --        34,074            --        24,526           --          223 
 Redeemed.....................         (7,201)       (5,300)       (9,970)      (10,376)         (27)         (32)
                               --------------  ------------  ------------  ------------  -----------  ----------- 
 Net Increase (Decrease)......         16,459        56,753         9,225        36,568           23          271 
                               ==============  ============  ============  ============  ===========  =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                         AXA GROWTH             AXA INTERNATIONAL CORE        AXA INTERNATIONAL     
                                        STRATEGY*(A)           MANAGED VOLATILITY*(A)(I)   MANAGED VOLATILITY*(A)   
                               ------------------------------  -----------------------   -------------------------- 
                                    2014            2013           2014         2013         2014          2013     
                               --------------  --------------  -----------   ----------  ------------  ------------ 
                                                                                                                    
INCREASE (DECREASE) IN NET                                                                                          
 ASSETS                                                                                                             
FROM OPERATIONS:                                                                                                    
 Net investment income (loss). $    4,378,327  $   20,135,098  $    16,296   $  (39,169) $   (757,986) $ (1,716,735)
 Net realized gain (loss) on                                                                                        
   investments................     64,633,411      15,006,738      348,938      108,225     2,839,679    12,017,270 
 Net change in unrealized                                                                                           
   appreciation                                                                                                     
   (depreciation) of                                                                                                
   investments................     13,603,278     117,719,383   (1,515,429)     963,041   (11,680,619)   10,621,652 
                               --------------  --------------  -----------   ----------  ------------  ------------ 

 Net Increase (decrease) in                                                                                         
   net assets resulting from                                                                                        
   operations.................     82,615,016     152,861,219   (1,150,195)   1,032,097    (9,598,926)   20,922,187 
                               --------------  --------------  -----------   ----------  ------------  ------------ 

FROM CONTRACTOWNERS                                                                                                 
 TRANSACTIONS:                                                                                                      
 Payments received from                                                                                             
   contractowners.............    713,446,311     611,461,248      962,677    1,315,249     3,645,588     4,802,686 
 Transfers from Separate                                                                                            
   Account No. 49.............             --     338,942,925           --    5,692,035            --   111,590,130 
 Transfers between Variable                                                                                         
   Investment Options                                                                                               
   including guaranteed                                                                                             
   interest account, net......    260,635,122     199,994,426    4,804,473     (234,516)    7,821,377    (6,943,783)
 Redemptions for contract                                                                                           
   benefits and terminations..    (36,043,647)    (15,349,878)    (363,030)    (148,446)   (5,525,673)   (3,632,855)
 Contract maintenance charges.    (23,972,357)     (9,386,638)    (103,660)     (59,196)   (1,753,025)   (1,679,029)
                               --------------  --------------  -----------   ----------  ------------  ------------ 

 Net increase (decrease) in                                                                                         
   net assets resulting from                                                                                        
   contractowner transactions.    914,065,429   1,125,662,083    5,300,460    6,565,126     4,188,267   104,137,149 
                               --------------  --------------  -----------   ----------  ------------  ------------ 

 Net increase (decrease) in                                                                                         
   amount retained by AXA                                                                                           
   Equitable in Separate                                                                                            
   Account No. 70.............          8,002          19,501           --          499            --            -- 
                               --------------  --------------  -----------   ----------  ------------  ------------ 

NET INCREASE (DECREASE) IN                                                                                          
 NET ASSETS...................    996,688,447   1,278,542,803    4,150,265    7,597,722    (5,410,659)  125,059,336 
NET ASSETS -- BEGINNING OF                                                                                          
 YEAR OR PERIOD...............  1,441,015,177     162,472,374    7,927,096      329,374   125,059,336            -- 
                               --------------  --------------  -----------   ----------  ------------  ------------ 

NET ASSETS -- END OF YEAR OR                                                                                        
 PERIOD....................... $2,437,703,624  $1,441,015,177  $12,077,361   $7,927,096  $119,648,677  $125,059,336 
                               ==============  ==============  ===========   ==========  ============  ============ 

CHANGES IN UNITS (000'S):                                                                                           
UNIT ACTIVITY CLASS A                                                                                               
 Issued.......................             --              --          184           88            --            -- 
 Transferred from Separate                                                                                          
   Account No. 49.............             --              --           --          250            --            -- 
 Redeemed.....................             --              --          (81)         (85)           --            -- 
                               --------------  --------------  -----------   ----------  ------------  ------------ 
 Net Increase (Decrease)......             --              --          103          253            --            -- 
                               ==============  ==============  ===========   ==========  ============  ============ 

UNIT ACTIVITY CLASS B                                                                                               
 Issued.......................         69,244          64,207          322           95         1,256           964 
 Transferred from Separate                                                                                          
   Account No. 49.............             --          26,085           --          236            --        11,384 
 Redeemed.....................         (4,117)         (3,649)         (71)         (37)         (851)       (1,659)
                               --------------  --------------  -----------   ----------  ------------  ------------ 
 Net Increase (Decrease)......         65,127          86,643          251          294           405        10,689 
                               ==============  ==============  ===========   ==========  ============  ============ 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(i)AXA International Core Managed Volatility replaced Multimanager              
International Equity due to a fund merger on June 13, 2014.               

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                  AXA INTERNATIONAL                                                       
                                    VALUE MANAGED        AXA LARGE CAP CORE        AXA LARGE CAP GROWTH   
                                   VOLATILITY*(A)      MANAGED VOLATILITY*(A)(J) MANAGED VOLATILITY*(A)(K)
                               ----------------------  ------------------------  ------------------------ 
                                  2014        2013        2014         2013          2014         2013    
                               ----------  ----------  ----------   ----------   -----------  ----------- 
                                                                                                          
INCREASE (DECREASE) IN NET                                                                                
 ASSETS                                                                                                   
FROM OPERATIONS:                                                                                          
 Net investment income (loss). $    8,789  $   (8,651) $  (13,577)  $  (23,058)  $  (206,016) $  (128,600)
 Net realized gain (loss) on                                                                              
   investments................    116,665      88,270     557,994      262,314     1,183,275      570,293 
 Net change in unrealized                                                                                 
   appreciation                                                                                           
   (depreciation) of                                                                                      
   investments................   (486,336)    525,679       3,484      404,904       555,656    2,422,841 
                               ----------  ----------  ----------   ----------   -----------  ----------- 

 Net Increase (decrease) in                                                                               
   net assets resulting from                                                                              
   operations.................   (360,882)    605,298     547,901      644,160     1,532,915    2,864,534 
                               ----------  ----------  ----------   ----------   -----------  ----------- 

FROM CONTRACTOWNERS                                                                                       
 TRANSACTIONS:                                                                                            
 Payments received from                                                                                   
   contractowners.............    538,601     558,427     417,989      453,369     2,398,598    2,518,003 
 Transfers from Separate                                                                                  
   Account No. 49.............         --   3,700,927          --    1,627,035            --    7,647,896 
 Transfers between Variable                                                                               
   Investment Options                                                                                     
   including guaranteed                                                                                   
   interest account, net......    (54,547)   (700,837)  3,853,721      732,806     5,592,541     (412,221)
 Redemptions for contract                                                                                 
   benefits and terminations..   (269,207)    (92,521)   (361,861)     (34,497)     (606,339)    (295,752)
 Contract maintenance charges.       (627)       (638)    (88,091)     (36,839)     (221,647)    (125,858)
                               ----------  ----------  ----------   ----------   -----------  ----------- 

 Net increase (decrease) in                                                                               
   net assets resulting from                                                                              
   contractowner transactions.    214,220   3,465,358   3,821,758    2,741,874     7,163,153    9,332,068 
                               ----------  ----------  ----------   ----------   -----------  ----------- 

 Net increase (decrease) in                                                                               
   amount retained by AXA                                                                                 
   Equitable in Separate                                                                                  
   Account No. 70.............         --         251          --          251            --          500 
                               ----------  ----------  ----------   ----------   -----------  ----------- 

NET INCREASE (DECREASE) IN                                                                                
 NET ASSETS...................   (146,662)  4,070,907   4,369,659    3,386,285     8,696,068   12,197,102 
NET ASSETS -- BEGINNING OF                                                                                
 YEAR OR PERIOD...............  4,177,464     106,557   3,386,285           --    12,335,911      138,809 
                               ----------  ----------  ----------   ----------   -----------  ----------- 

NET ASSETS -- END OF YEAR OR                                                                              
 PERIOD....................... $4,030,802  $4,177,464  $7,755,944   $3,386,285   $21,031,979  $12,335,911 
                               ==========  ==========  ==========   ==========   ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                 
UNIT ACTIVITY CLASS A                                                                                     
 Issued.......................        100          98          --           --           137          126 
 Transferred from Separate                                                                                
   Account No. 49.............         --         371          --           --            --          147 
 Redeemed.....................        (81)       (124)         --           --           (53)         (79)
                               ----------  ----------  ----------   ----------   -----------  ----------- 
 Net Increase (Decrease)......         19         345          --           --            84          194 
                               ==========  ==========  ==========   ==========   ===========  =========== 

UNIT ACTIVITY CLASS B                                                                                     
 Issued.......................         --          --         334          135           407          138 
 Transferred from Separate                                                                                
   Account No. 49.............         --          --          --          138            --          388 
 Redeemed.....................         --          --         (92)         (51)         (133)         (80)
                               ----------  ----------  ----------   ----------   -----------  ----------- 
 Net Increase (Decrease)......         --          --         242          222           274          446 
                               ==========  ==========  ==========   ==========   ===========  =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(j)AXA Large Cap Core Managed Volatility replaced Multimanager Large Cap Core   
Equity due to a fund merger on June 20, 2014.                             
(k)AXA Large Cap Growth Managed Volatility replaced EQ/Equity Growth PLUS due   
to a fund merger on June 20, 2014.                                        

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                      AXA LARGE CAP VALUE        AXA MID CAP VALUE           AXA MODERATE       
                                                    MANAGED VOLATILITY*(A)(F)  MANAGED VOLATILITY*(A)       ALLOCATION*(A)      
                                                    -----------------------   -----------------------  ------------------------ 
                                                        2014         2013         2014        2013         2014         2013    
                                                    -----------   ----------  -----------  ----------  -----------  ----------- 
                                                                                                                                
INCREASE (DECREASE) IN NET ASSETS                                                                                               
FROM OPERATIONS:                                                                                                                
 Net investment income (loss)...................... $    54,910   $  (20,184) $   (82,183) $  (64,586) $  (110,499) $   271,833 
 Net realized gain (loss) on investments...........     573,251      397,336      586,937     536,739    4,413,755    2,211,237 
 Net change in unrealized appreciation                                                                                          
   (depreciation) of investments...................     689,513    1,276,175      432,947   1,163,319   (3,065,698)   3,158,897 
                                                    -----------   ----------  -----------  ----------  -----------  ----------- 

 Net Increase (decrease) in net assets resulting                                                                                
   from operations.................................   1,317,674    1,653,327      937,701   1,635,472    1,237,558    5,641,967 
                                                    -----------   ----------  -----------  ----------  -----------  ----------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                               
 Payments received from contractowners.............   1,922,945    1,580,049    2,191,980   1,872,987   35,010,557   19,153,097 
 Transfers from Separate Account No. 49............          --    4,300,347           --   3,841,441           --   35,337,619 
 Transfers between Variable Investment Options                                                                                  
   including guaranteed interest account, net......   9,241,968      230,118      713,405    (356,129)  (8,109,181)    (786,767)
 Redemptions for contract benefits and terminations    (429,705)    (205,198)    (253,323)   (171,308)  (3,858,374)  (2,231,625)
 Contract maintenance charges......................    (153,218)     (62,783)    (100,289)    (75,628)     (17,705)     (13,089)
                                                    -----------   ----------  -----------  ----------  -----------  ----------- 

 Net increase (decrease) in net assets resulting                                                                                
   from contractowner transactions.................  10,581,990    5,842,533    2,551,773   5,111,363   23,025,297   51,459,235 
                                                    -----------   ----------  -----------  ----------  -----------  ----------- 

 Net increase (decrease) in amount retained by AXA                                                                              
   Equitable in Separate Account No. 70............       3,999          749           --         498           --       65,002 
                                                    -----------   ----------  -----------  ----------  -----------  ----------- 

NET INCREASE (DECREASE) IN NET ASSETS..............  11,903,663    7,496,609    3,489,474   6,747,333   24,262,855   57,166,204 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD..........   7,684,796      188,187    6,941,157     193,824   64,792,068    7,625,864 
                                                    -----------   ----------  -----------  ----------  -----------  ----------- 

NET ASSETS -- END OF YEAR OR PERIOD................ $19,588,459   $7,684,796  $10,430,631  $6,941,157  $89,054,923  $64,792,068 
                                                    ===========   ==========  ===========  ==========  ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                                       
UNIT ACTIVITY CLASS A                                                                                                           
 Issued............................................         203           83          293          80        2,498        2,107 
 Transferred from Separate Account No. 49..........          --          126           --          57           --        3,113 
 Redeemed..........................................         (39)         (39)        (226)        (46)      (1,187)        (802)
                                                    -----------   ----------  -----------  ----------  -----------  ----------- 
 Net Increase (Decrease)...........................         164          170           67          91        1,311        4,418 
                                                    ===========   ==========  ===========  ==========  ===========  =========== 

UNIT ACTIVITY CLASS B                                                                                                           
 Issued............................................         580          143          105         160          662           30 
 Transferred from Separate Account No. 49..........          --          237           --         196           --           -- 
 Redeemed..........................................         (86)         (69)         (34)       (105)         (49)          -- 
                                                    -----------   ----------  -----------  ----------  -----------  ----------- 
 Net Increase (Decrease)...........................         494          311           71         251          613           30 
                                                    ===========   ==========  ===========  ==========  ===========  =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(f)AXA Large Cap Value Managed Volatility replaced Multimanager Large Cap Value 
due to a fund merger on June 13, 2014.                                    

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                       AXA MODERATE GROWTH           AXA MODERATE-PLUS     AXA SMARTBETA
                                                          STRATEGY*(A)                ALLOCATION*(A)        EQUITY*(D)  
                                                 ------------------------------  ------------------------  -------------
                                                      2014            2013           2014         2013         2014     
                                                 --------------  --------------  -----------  -----------  -------------
                                                                                                                        
INCREASE (DECREASE) IN NET ASSETS                                                                                       
FROM OPERATIONS:                                                                                                        
 Net investment income (loss)................... $   (4,502,723) $   34,530,177  $     5,106  $   270,903   $   203,172 
 Net realized gain (loss) on investments........    154,875,209      43,750,271    3,691,410    2,045,491        81,748 
 Net change in unrealized appreciation                                                                                  
   (depreciation) of investments................      5,527,153     358,793,530   (2,602,627)   4,404,480       484,377 
                                                 --------------  --------------  -----------  -----------   ----------- 
 Net Increase (decrease) in net assets                                                                                  
   resulting from operations....................    155,899,639     437,073,978    1,093,889    6,720,874       769,297 
                                                 --------------  --------------  -----------  -----------   ----------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                       
 Payments received from contractowners..........    866,763,539     847,711,476    6,810,476    3,814,766       249,606 
 Transfers from Separate Account No. 49.........             --   2,092,578,678           --   32,282,190            -- 
 Transfers between Variable Investment Options                                                                          
   including guaranteed interest account, net...    244,440,853     312,391,082     (926,655)  (2,375,358)       69,759 
 Redemptions for contract benefits and                                                                                  
   terminations.................................   (144,815,446)    (70,096,546)  (1,824,424)  (2,751,949)         (614)
 Contract maintenance charges...................    (59,389,799)    (40,299,053)     (13,321)     (14,017)           -- 
                                                 --------------  --------------  -----------  -----------   ----------- 

 Net increase (decrease) in net assets                                                                                  
   resulting from contractowner transactions....    906,999,147   3,142,285,637    4,046,076   30,955,632       318,751 
                                                 --------------  --------------  -----------  -----------   ----------- 

 Net increase (decrease) in amount retained by                                                                          
   AXA Equitable in Separate Account No. 70.....             --              --           --       10,000            -- 
                                                 --------------  --------------  -----------  -----------   ----------- 

NET INCREASE (DECREASE) IN NET ASSETS...........  1,062,898,786   3,579,359,615    5,139,965   37,686,506     1,088,048 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.......  3,891,428,138     312,068,523   42,297,511    4,611,005    10,284,954 
                                                 --------------  --------------  -----------  -----------   ----------- 

NET ASSETS -- END OF YEAR OR PERIOD............. $4,954,326,924  $3,891,428,138  $47,437,476  $42,297,511   $11,373,002 
                                                 ==============  ==============  ===========  ===========   =========== 

CHANGES IN UNITS (000'S):                                                                                               
UNIT ACTIVITY CLASS A                                                                                                   
 Issued.........................................             --              --          226          467            -- 
 Transferred from Separate Account No. 49.......             --              --           --        2,787            -- 
 Redeemed.......................................             --              --         (339)        (597)           -- 
                                                 --------------  --------------  -----------  -----------   ----------- 
 Net Increase (Decrease)........................             --              --         (113)       2,657            -- 
                                                 ==============  ==============  ===========  ===========   =========== 

UNIT ACTIVITY CLASS B                                                                                                   
 Issued.........................................         83,308          92,728          566           47            30 
 Transferred from Separate Account No. 49.......             --         178,809           --           --            -- 
 Redeemed.......................................        (15,698)         (8,848)         (19)          --            -- 
                                                 --------------  --------------  -----------  -----------   ----------- 
 Net Increase (Decrease)........................         67,610         262,689          547           47            30 
                                                 ==============  ==============  ===========  ===========   =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(d)Units were made available on November 18, 2013, but at December 31, 2013 the 
fund had no change in net assets from shareholder contributions to report.

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                                                      AXA/FRANKLIN SMALL    
                                                       AXA ULTRA            AXA/FRANKLIN BALANCED      CAP VALUE MANAGED    
                                                 CONSERVATIVE STRATEGY*(A) MANAGED VOLATILITY*(A)       VOLATILITY*(A)      
                                                 ------------------------  ----------------------  ------------------------ 
                                                    2014         2013         2014        2013         2014         2013    
                                                  ----------    --------   ----------  ----------  -----------  ----------- 
                                                                                                                            
INCREASE (DECREASE) IN NET ASSETS                                                                                           
FROM OPERATIONS:                                                                                                            
 Net investment income (loss)................... $   (4,870)   $ (1,368)   $   89,502  $   78,240  $  (162,054) $  (127,408)
 Net realized gain (loss) on investments........     14,743       3,735       181,026     153,214      801,652      491,468 
 Net change in unrealized appreciation                                                                                      
   (depreciation) of investments................     (3,091)        352       105,215     586,029     (563,192)   2,374,131 
                                                  ----------    --------   ----------  ----------  -----------  ----------- 
 Net Increase (decrease) in net assets                                                                                      
   resulting from operations....................      6,782       2,719       375,743     817,483       76,406    2,738,191 
                                                  ----------    --------   ----------  ----------  -----------  ----------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                           
 Payments received from contractowners..........        347       6,050       796,718     693,329      919,003    1,337,047 
 Transfers from Separate Account No. 49.........         --     192,887            --   4,927,715           --    7,172,427 
 Transfers between Variable Investment Options                                                                              
   including guaranteed interest account, net...  2,426,560     276,139       955,705   1,328,614     (143,753)    (239,422)
 Redemptions for contract benefits and                                                                                      
   terminations.................................   (214,374)    (79,363)     (260,856)   (327,859)    (464,159)    (200,798)
 Contract maintenance charges...................    (16,312)     (2,701)      (94,331)    (73,457)    (120,217)     (88,466)
                                                  ----------    --------   ----------  ----------  -----------  ----------- 

 Net increase (decrease) in net assets                                                                                      
   resulting from contractowner transactions....  2,196,221     393,012     1,397,236   6,548,342      190,874    7,980,788 
                                                  ----------    --------   ----------  ----------  -----------  ----------- 

 Net increase (decrease) in amount retained by                                                                              
   AXA Equitable in Separate Account No. 70.....         26          --            --         486           --          498 
                                                  ----------    --------   ----------  ----------  -----------  ----------- 

NET INCREASE (DECREASE) IN NET ASSETS...........  2,203,029     395,731     1,772,979   7,366,311      267,280   10,719,477 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.......    397,356       1,625     7,763,027     396,716   11,081,190      361,713 
                                                  ----------    --------   ----------  ----------  -----------  ----------- 

NET ASSETS -- END OF YEAR OR PERIOD............. $2,600,385    $397,356    $9,536,006  $7,763,027  $11,348,470  $11,081,190 
                                                  ==========    ========   ==========  ==========  ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                                   
UNIT ACTIVITY CLASS A                                                                                                       
 Issued.........................................         --          --           102         118           49          101 
 Transferred from Separate Account No. 49.......         --          --            --         133           --          163 
 Redeemed.......................................         --          --           (47)        (70)        (108)         (61)
                                                  ----------    --------   ----------  ----------  -----------  ----------- 
 Net Increase (Decrease)........................         --          --            55         181          (59)         203 
                                                  ==========    ========   ==========  ==========  ===========  =========== 

UNIT ACTIVITY CLASS B                                                                                                       
 Issued.........................................        377         105            90         135          156          138 
 Transferred from Separate Account No. 49.......         --          19            --         306           --          494 
 Redeemed.......................................       (160)        (85)          (42)        (44)         (63)        (122)
                                                  ----------    --------   ----------  ----------  -----------  ----------- 
 Net Increase (Decrease)........................        217          39            48         397           93          510 
                                                  ==========    ========   ==========  ==========  ===========  =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                     AXA/FRANKLIN                                                        
                                      TEMPLETON                AXA/LOOMIS          AXA/MUTUAL LARGE CAP  
                                  ALLOCATION MANAGED             SAYLES                   EQUITY         
                                    VOLATILITY*(A)             GROWTH*(A)         MANAGED VOLATILITY*(A) 
                               -----------------------  ------------------------  ---------------------- 
                                   2014        2013         2014         2013        2014        2013    
                               -----------  ----------  -----------  -----------  ----------  ---------- 
                                                                                                         
INCREASE (DECREASE) IN NET                                                                               
 ASSETS                                                                                                  
FROM OPERATIONS:                                                                                         
 Net investment income (loss). $    49,665  $  (13,902) $  (197,775) $   (75,071) $   18,482  $  (21,203)
 Net realized gain (loss) on                                                                             
   investments................     363,915     336,154    5,484,916    2,764,529     125,174     159,068 
 Net change in unrealized                                                                                
   appreciation                                                                                          
   (depreciation) of                                                                                     
   investments................     (56,776)  1,140,374   (4,314,458)     251,228     108,579     508,082 
                               -----------  ----------  -----------  -----------  ----------  ---------- 

 Net Increase (decrease) in                                                                              
   net assets resulting from                                                                             
   operations.................     356,804   1,462,626      972,683    2,940,686     252,235     645,947 
                               -----------  ----------  -----------  -----------  ----------  ---------- 

FROM CONTRACTOWNERS                                                                                      
 TRANSACTIONS:                                                                                           
 Payments received from                                                                                  
   contractowners.............   2,472,477   1,253,264    1,918,918    2,600,341     199,998     217,653 
 Transfers from Separate                                                                                 
   Account No. 49.............          --   4,506,469           --    9,805,529          --   1,977,467 
 Transfers between Variable                                                                              
   Investment Options                                                                                    
   including guaranteed                                                                                  
   interest account, net......   1,371,392   1,005,865     (672,429)    (989,276)    526,597     231,722 
 Redemptions for contract                                                                                
   benefits and terminations..    (417,301)   (208,903)    (584,665)    (557,604)   (152,422)    (58,710)
 Contract maintenance charges.     (86,671)    (71,253)     (42,879)     (36,482)    (43,589)    (26,308)
                               -----------  ----------  -----------  -----------  ----------  ---------- 

 Net increase (decrease) in                                                                              
   net assets resulting from                                                                             
   contractowner transactions.   3,339,897   6,485,442      618,945   10,822,508     530,584   2,341,824 
                               -----------  ----------  -----------  -----------  ----------  ---------- 

 Net increase (decrease) in                                                                              
   amount retained by AXA                                                                                
   Equitable in Separate                                                                                 
   Account No. 70.............          --         499           --        9,999          23          -- 
                               -----------  ----------  -----------  -----------  ----------  ---------- 

NET INCREASE (DECREASE) IN                                                                               
 NET ASSETS...................   3,696,701   7,948,567    1,591,628   13,773,193     782,842   2,987,771 
NET ASSETS -- BEGINNING OF                                                                               
 YEAR OR PERIOD...............   8,303,105     354,538   14,792,027    1,018,834   3,037,156      49,385 
                               -----------  ----------  -----------  -----------  ----------  ---------- 

NET ASSETS -- END OF YEAR OR                                                                             
 PERIOD....................... $11,999,806  $8,303,105  $16,383,655  $14,792,027  $3,819,998  $3,037,156 
                               ===========  ==========  ===========  ===========  ==========  ========== 

CHANGES IN UNITS (000'S):                                                                                
UNIT ACTIVITY CLASS A                                                                                    
 Issued.......................         228         913          150          454           6          25 
 Transferred from Separate                                                                               
   Account No. 49.............          --         100           --          664          --          85 
 Redeemed.....................         (39)       (801)        (132)        (385)         (6)        (38)
                               -----------  ----------  -----------  -----------  ----------  ---------- 
 Net Increase (Decrease)......         189         212           18          733          --          72 
                               ===========  ==========  ===========  ===========  ==========  ========== 

UNIT ACTIVITY CLASS B                                                                                    
 Issued.......................         133         142           63           40          68          75 
 Transferred from Separate                                                                               
   Account No. 49.............          --         383           --          132          --         101 
 Redeemed.....................         (85)        (69)         (25)         (31)        (22)        (21)
                               -----------  ----------  -----------  -----------  ----------  ---------- 
 Net Increase (Decrease)......          48         456           38          141          46         155 
                               ===========  ==========  ===========  ===========  ==========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                               AXA/TEMPLETON GLOBAL EQUITY     BLACKROCK GLOBAL        BLACKROCK GLOBAL        
                                MANAGED VOLATILITY*(A)      ALLOCATION V.I. FUND(A)  OPPORTUNITIES V.I. FUND(C)
                               --------------------------  ------------------------  --------------------------
                                   2014          2013          2014         2013        2014          2013     
                               -----------   -----------   -----------  -----------   ----------     --------  
                                                                                                               
INCREASE (DECREASE) IN NET                                                                                     
 ASSETS                                                                                                        
FROM OPERATIONS:                                                                                               
 Net investment income (loss). $     8,201   $   (76,527)  $   812,433  $  (129,892) $    1,760     $      2   
 Net realized gain (loss) on                                                                                   
   investments................     597,418       474,902     7,937,079    3,441,652      62,811           --   
 Net change in unrealized                                                                                      
   appreciation                                                                                                
   (depreciation) of                                                                                           
   investments................    (713,705)    2,312,237    (8,492,557)   3,213,818    (105,684)         752   
                               -----------   -----------   -----------  -----------   ----------     --------  

 Net Increase (decrease) in                                                                                    
   net assets resulting from                                                                                   
   operations.................    (108,086)    2,710,612       256,955    6,525,578     (41,113)         754   
                               -----------   -----------   -----------  -----------   ----------     --------  

FROM CONTRACTOWNERS                                                                                            
 TRANSACTIONS:                                                                                                 
 Payments received from                                                                                        
   contractowners.............   3,763,030     3,364,918    22,399,108   15,229,477   1,117,448       25,893   
 Transfers from Separate                                                                                       
   Account No. 49.............          --     8,677,247            --   37,314,990          --           --   
 Transfers between Variable                                                                                    
   Investment Options                                                                                          
   including guaranteed                                                                                        
   interest account, net......     598,584      (252,982)     (681,931)     448,051     399,866           --   
 Redemptions for contract                                                                                      
   benefits and terminations..    (871,125)     (402,214)   (3,617,039)  (2,468,387)    (73,010)          --   
 Contract maintenance charges.    (217,637)     (148,116)      (10,543)      (8,889)         --           --   
                               -----------   -----------   -----------  -----------   ----------     --------  

 Net increase (decrease) in                                                                                    
   net assets resulting from                                                                                   
   contractowner transactions.   3,272,852    11,238,853    18,089,595   50,515,242   1,444,304       25,893   
                               -----------   -----------   -----------  -----------   ----------     --------  

 Net increase (decrease) in                                                                                    
   amount retained by AXA                                                                                      
   Equitable in Separate                                                                                       
   Account No. 70.............          --         1,000           998          569         446            5   
                               -----------   -----------   -----------  -----------   ----------     --------  

NET INCREASE (DECREASE) IN                                                                                     
 NET ASSETS...................   3,164,766    13,950,465    18,347,548   57,041,389   1,403,637       26,652   
NET ASSETS -- BEGINNING OF                                                                                     
 YEAR OR PERIOD...............  14,514,977       564,512    64,719,167    7,677,778      26,652           --   
                               -----------   -----------   -----------  -----------   ----------     --------  

NET ASSETS -- END OF YEAR OR                                                                                   
 PERIOD....................... $17,679,743   $14,514,977   $83,066,715  $64,719,167  $1,430,289     $ 26,652   
                               ===========   ===========   ===========  ===========   ==========     ========  

CHANGES IN UNITS (000'S):                                                                                      
UNIT ACTIVITY CLASS A.........                                                                                 
 Issued.......................          52            92            --           --          --           --   
 Transferred from Separate                                                                                     
   Account No. 49.............          --           157            --           --          --           --   
 Redeemed.....................         (39)          (48)           --           --          --           --   
                               -----------   -----------   -----------  -----------   ----------     --------  
 Net Increase (Decrease)......          13           201            --           --          --           --   
                               ===========   ===========   ===========  ===========   ==========     ========  

UNIT ACTIVITY CLASS B                                                                                          
 Issued.......................         416           358            --           --          --           --   
 Transferred from Separate                                                                                     
   Account No. 49.............          --           753            --           --          --           --   
 Redeemed.....................        (139)         (156)           --           --          --           --   
                               -----------   -----------   -----------  -----------   ----------     --------  
 Net Increase (Decrease)......         277           955            --           --          --           --   
                               ===========   ===========   ===========  ===========   ==========     ========  

UNIT ACTIVITY CLASS III                                                                                        
 Issued.......................          --            --         2,504        1,877         155            3   
 Transferred from Separate                                                                                     
   Account No. 49.............          --            --            --        3,309          --           --   
 Redeemed.....................          --            --          (911)        (763)        (14)          --   
                               -----------   -----------   -----------  -----------   ----------     --------  
 Net Increase (Decrease)......          --            --         1,593        4,423         141            3   
                               ===========   ===========   ===========  ===========   ==========     ========  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                                                 CHARTER/SM       
                                                                         CHARTER/SM           /ALTERNATIVE 100    
                                            BLACKROCK LARGE CAP          /AGGRESSIVE            CONSERVATIVE      
                                            GROWTH V.I. FUND(A)          GROWTH*(C)               PLUS*(C)        
                                         ------------------------  ----------------------  ---------------------- 
                                             2014         2013        2014        2013        2014        2013    
                                         -----------  -----------  ----------  ----------  ----------  ---------- 
                                                                                                                  
INCREASE (DECREASE) IN NET ASSETS                                                                                 
FROM OPERATIONS:                                                                                                  
 Net investment income (loss)........... $  (180,828) $   (81,015) $   82,359  $   85,178  $   85,723  $   74,733 
 Net realized gain (loss) on investments   4,033,168    1,401,194      19,167          --      13,950          -- 
 Net change in unrealized appreciation                                                                            
   (depreciation) of investments........  (1,442,386)   1,768,049     (97,687)     (8,351)    (94,512)    (79,083)
                                         -----------  -----------  ----------  ----------  ----------  ---------- 

 Net Increase (decrease) in net assets                                                                            
   resulting from operations............   2,409,954    3,088,228       3,839      76,827       5,161      (4,350)
                                         -----------  -----------  ----------  ----------  ----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                 
 Payments received from contractowners..   6,587,447    5,234,385   2,746,290     127,227   1,184,674     133,767 
 Transfers from Separate Account No. 49.          --    6,521,118          --          --          --          -- 
 Transfers between Variable Investment                                                                            
   Options including guaranteed                                                                                   
   interest account, net................   1,170,997      (89,337)    258,270          --     605,362          -- 
 Redemptions for contract benefits and                                                                            
   terminations.........................    (744,394)    (458,475)    (25,099)         --     (19,173)         -- 
 Contract maintenance charges...........      (2,863)      (1,928)         --          --          --          -- 
                                         -----------  -----------  ----------  ----------  ----------  ---------- 

 Net increase (decrease) in net assets                                                                            
   resulting from contractowner                                                                                   
   transactions.........................   7,011,187   11,205,763   2,979,461     127,227   1,770,863     133,767 
                                         -----------  -----------  ----------  ----------  ----------  ---------- 

 Net increase (decrease) in amount                                                                                
   retained by AXA Equitable in                                                                                   
   Separate Account No. 70..............      (3,601)       1,940          --   4,000,000          --   4,000,000 
                                         -----------  -----------  ----------  ----------  ----------  ---------- 

NET INCREASE (DECREASE) IN NET ASSETS...   9,417,540   14,295,931   2,983,300   4,204,054   1,776,024   4,129,417 
NET ASSETS -- BEGINNING OF YEAR OR                                                                                
 PERIOD.................................  15,474,936    1,179,005   4,204,054          --   4,129,417          -- 
                                         -----------  -----------  ----------  ----------  ----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD..... $24,892,476  $15,474,936  $7,187,354  $4,204,054  $5,905,441  $4,129,417 
                                         ===========  ===========  ==========  ==========  ==========  ========== 

CHANGES IN UNITS (000'S):                                                                                         
UNIT ACTIVITY CLASS B                                                                                             
 Issued.................................          --           --         334          13         326          14 
 Redeemed...............................          --           --         (45)         --        (151)         -- 
                                         -----------  -----------  ----------  ----------  ----------  ---------- 
 Net Increase (Decrease)................          --           --         289          13         175          14 
                                         ===========  ===========  ==========  ==========  ==========  ========== 

UNIT ACTIVITY CLASS III                                                                                           
 Issued.................................         579          498          --          --          --          -- 
 Transferred from Separate Account                                                                                
   No. 49...............................          --          490          --          --          --          -- 
 Redeemed...............................        (197)        (194)         --          --          --          -- 
                                         -----------  -----------  ----------  ----------  ----------  ---------- 
 Net Increase (Decrease)................         382          794          --          --          --          -- 
                                         ===========  ===========  ==========  ==========  ==========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                               CHARTER/SM/             CHARTER/SM/                               
                                             ALTERNATIVE 100         ALTERNATIVE 100           CHARTER/SM/       
                                               GROWTH*(C)             MODERATE*(C)           CONSERVATIVE*(C)    
                                         ----------------------  ----------------------  ----------------------- 
                                            2014        2013        2014        2013         2014        2013    
                                         ----------  ----------  ----------  ----------  -----------  ---------- 
                                                                                                                 
INCREASE (DECREASE) IN NET ASSETS                                                                                
FROM OPERATIONS:                                                                                                 
 Net investment income (loss)........... $  106,686  $   55,717  $  112,175  $   70,259  $   183,480  $   62,717 
 Net realized gain (loss) on investments       (381)         --       6,986          (1)      (1,994)        136 
 Net change in unrealized appreciation                                                                           
   (depreciation) of investments........   (282,922)   (128,557)   (265,950)   (107,125)    (180,438)    (49,543)
                                         ----------  ----------  ----------  ----------  -----------  ---------- 

 Net Increase (decrease) in net assets                                                                           
   resulting from operations............   (176,617)    (72,840)   (146,789)    (36,867)       1,048      13,310 
                                         ----------  ----------  ----------  ----------  -----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                
 Payments received from contractowners..  1,532,500      19,752   2,859,160     305,783    6,591,320     696,267 
 Transfers between Variable Investment                                                                           
   Options including guaranteed                                                                                  
   interest account, net................    390,441          --     826,903          --    2,509,182       2,216 
 Redemptions for contract benefits and                                                                           
   terminations.........................     (9,350)         --     (74,416)         --     (196,272)     (1,500)
                                         ----------  ----------  ----------  ----------  -----------  ---------- 

 Net increase (decrease) in net assets                                                                           
   resulting from contractowner                                                                                  
   transactions.........................  1,913,591      19,752   3,611,647     305,783    8,904,230     696,983 
                                         ----------  ----------  ----------  ----------  -----------  ---------- 

 Net increase (decrease) in amount                                                                               
   retained by AXA Equitable in                                                                                  
   Separate Account No. 70..............         --   3,999,999          --   4,000,000           --   3,999,999 
                                         ----------  ----------  ----------  ----------  -----------  ---------- 

NET INCREASE (DECREASE) IN NET ASSETS...  1,736,974   3,946,911   3,464,858   4,268,916    8,905,278   4,710,292 
NET ASSETS -- BEGINNING OF YEAR OR                                                                               
 PERIOD.................................  3,946,911          --   4,268,916          --    4,710,292          -- 
                                         ----------  ----------  ----------  ----------  -----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD..... $5,683,885  $3,946,911  $7,733,774  $4,268,916  $13,615,570  $4,710,292 
                                         ==========  ==========  ==========  ==========  ===========  ========== 

CHANGES IN UNITS (000'S):                                                                                        
UNIT ACTIVITY CLASS B                                                                                            
 Issued.................................        206           2         383          31        1,015          76 
 Redeemed...............................        (15)         --         (26)         --         (140)         (6)
                                         ----------  ----------  ----------  ----------  -----------  ---------- 
 Net Increase (Decrease)................        191           2         357          31          875          70 
                                         ==========  ==========  ==========  ==========  ===========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                               CHARTER/SM/ EQUITY*(C)  CHARTER/SM/ FIXED INCOME*(C)  CHARTER/SM/ GROWTH*(C) 
                               ----------------------- ---------------------------  ----------------------- 
                                  2014        2013        2014           2013           2014        2013    
                               ----------  -----------  ----------    -----------   -----------  ---------- 
                                                                                                            
INCREASE (DECREASE) IN NET                                                                                  
 ASSETS                                                                                                     
FROM OPERATIONS:                                                                                            
 Net investment income (loss). $   52,949  $    75,439 $  106,992    $    59,621    $   120,441  $   70,122 
 Net realized gain (loss) on                                                                                
   investments................     72,202           --      1,123             --         66,341          (4)
 Net change in unrealized                                                                                   
   appreciation                                                                                             
   (depreciation) of                                                                                        
   investments................    (16,887)      67,736    (51,853)       (83,660)      (116,838)      7,971 
                               ----------  -----------  ----------    -----------   -----------  ---------- 

 Net Increase (decrease) in                                                                                 
   net assets resulting from                                                                                
   operations.................    108,264      143,175     56,262        (24,039)        69,944      78,089 
                               ----------  -----------  ----------    -----------   -----------  ---------- 

FROM CONTRACTOWNERS                                                                                         
 TRANSACTIONS:                                                                                              
 Payments received from                                                                                     
   contractowners.............     55,733       35,657    927,302         53,549     10,097,269     470,628 
 Transfers between Variable                                                                                 
   Investment Options                                                                                       
   including guaranteed                                                                                     
   interest account, net......  1,051,966           --    237,133          2,216      2,641,815   1,236,393 
 Redemptions for contract                                                                                   
   benefits and terminations..    (14,323)          --    (81,697)            --     (4,269,683)         -- 
                               ----------  -----------  ----------    -----------   -----------  ---------- 

 Net increase (decrease) in                                                                                 
   net assets resulting from                                                                                
   contractowner transactions.  1,093,376       35,657  1,082,738         55,765      8,469,401   1,707,021 
                               ----------  -----------  ----------    -----------   -----------  ---------- 

 Net increase (decrease) in                                                                                 
   amount retained by AXA                                                                                   
   Equitable in Separate                                                                                    
   Account No. 70.............         --    3,999,999         --      4,000,000             --   4,000,000 
                               ----------  -----------  ----------    -----------   -----------  ---------- 

NET INCREASE (DECREASE) IN                                                                                  
 NET ASSETS...................  1,201,640    4,178,831  1,139,000      4,031,726      8,539,345   5,785,110 
NET ASSETS -- BEGINNING OF                                                                                  
 YEAR OR PERIOD...............  4,178,831           --  4,031,726             --      5,785,110          -- 
                               ----------  -----------  ----------    -----------   -----------  ---------- 

NET ASSETS -- END OF YEAR OR                                                                                
 PERIOD....................... $5,380,471  $ 4,178,831 $5,170,726    $ 4,031,726    $14,324,455  $5,785,110 
                               ==========  ===========  ==========    ===========   ===========  ========== 

CHANGES IN UNITS (000'S):                                                                                   
UNIT ACTIVITY CLASS B                                                                                       
 Issued.......................        134            3        163              5          1,315         171 
 Redeemed.....................        (27)          --        (56)            --           (482)         -- 
                               ----------  -----------  ----------    -----------   -----------  ---------- 
 Net Increase (Decrease)......        107            3        107              5            833         171 
                               ==========  ===========  ==========    ===========   ===========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                  CHARTER/SM/         CHARTER/SM         CHARTER/SM/ 
                                           CHARTER/SM /INCOME    INTEREST RATE      /INTERNATIONAL      INTERNATIONAL
                                             STRATEGIES*(C)      STRATEGIES*(D)    CONSERVATIVE*(C)      GROWTH*(D)  
                                         ----------------------  -------------- ----------------------  -------------
                                            2014        2013          2014         2014        2013         2014     
                                         ----------  ----------  -------------- ----------  ----------  -------------
                                                                                                                     
INCREASE (DECREASE) IN NET ASSETS                                                                                    
FROM OPERATIONS:                                                                                                     
 Net investment income (loss)........... $  176,723  $   91,231    $  172,578   $  129,530  $   59,669   $  131,380  
 Net realized gain (loss) on investments     35,673          --        85,268         (566)         --       (7,417) 
 Net change in unrealized appreciation                                                                               
   (depreciation) of investments........    (48,412)    (95,665)     (169,365)    (164,687)   (100,331)    (148,659) 
                                         ----------  ----------    ----------   ----------  ----------   ----------  

 Net Increase (decrease) in net assets                                                                               
   resulting from operations............    163,984      (4,434)       88,481      (35,723)    (40,662)     (24,696) 
                                         ----------  ----------    ----------   ----------  ----------   ----------  

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                    
 Payments received from contractowners..  1,626,703      19,839     2,159,895      471,702      19,502      496,279  
 Transfers between Variable Investment                                                                               
   Options including guaranteed                                                                                      
   interest account, net................    950,424       1,583     2,430,826      (11,448)         --      114,483  
 Redemptions for contract benefits and                                                                               
   terminations.........................    (91,384)         --       (89,495)     (24,330)         --       (4,195) 
                                         ----------  ----------    ----------   ----------  ----------   ----------  

 Net increase (decrease) in net assets                                                                               
   resulting from contractowner                                                                                      
   transactions.........................  2,485,743      21,422     4,501,226      435,924      19,502      606,567  
                                         ----------  ----------    ----------   ----------  ----------   ----------  

 Net increase (decrease) in amount                                                                                   
   retained by AXA Equitable in                                                                                      
   Separate Account No. 70..............         --   3,999,999            --           --   4,000,000           --  
                                         ----------  ----------    ----------   ----------  ----------   ----------  

NET INCREASE (DECREASE) IN NET ASSETS...  2,649,727   4,016,987     4,589,707      400,201   3,978,840      581,871  
NET ASSETS -- BEGINNING OF YEAR OR                                                                                   
 PERIOD.................................  4,016,987          --     4,000,034    3,978,840          --    3,977,335  
                                         ----------  ----------    ----------   ----------  ----------   ----------  

NET ASSETS -- END OF YEAR OR PERIOD..... $6,666,714  $4,016,987    $8,589,741   $4,379,041  $3,978,840   $4,559,206  
                                         ==========  ==========    ==========   ==========  ==========   ==========  

CHANGES IN UNITS (000'S):                                                                                            
UNIT ACTIVITY CLASS B                                                                                                
 Issued.................................        281           2           614           53           2           81  
 Redeemed...............................        (41)         --          (170)         (10)         --          (22) 
                                         ----------  ----------    ----------   ----------  ----------   ----------  
 Net Increase (Decrease)................        240           2           444           43           2           59  
                                         ==========  ==========    ==========   ==========  ==========   ==========  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(c)Units were made available on November 18, 2013.                              
(d)Units were made available on November 18, 2013, but at December 31, 2013 the 
fund had no change in net assets from shareholder contributions to report.

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                               CHARTER/SM/                                       CHARTER/SM/       
                                              INTERNATIONAL            CHARTER/SM/                MODERATE         
                                              MODERATE*(C)             MODERATE*(C)              GROWTH*(C)        
                                         ----------------------  -----------------------  ------------------------ 
                                            2014        2013         2014        2013         2014         2013    
                                         ----------  ----------  -----------  ----------  -----------  ----------- 
                                                                                                                   
INCREASE (DECREASE) IN NET ASSETS                                                                                  
FROM OPERATIONS:                                                                                                   
 Net investment income (loss)........... $  132,480  $   59,040  $   196,028  $   64,229  $   136,803  $    80,078 
 Net realized gain (loss) on investments        990          --       42,127         (16)      54,184        2,670 
 Net change in unrealized appreciation                                                                             
   (depreciation) of investments........   (179,083)    (90,225)    (295,355)    (26,659)    (168,480)     (22,706)
                                         ----------  ----------  -----------  ----------  -----------  ----------- 

 Net Increase (decrease) in net assets                                                                             
   resulting from operations............    (45,613)    (31,185)     (57,200)     37,554       22,507       60,042 
                                         ----------  ----------  -----------  ----------  -----------  ----------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                  
 Payments received from contractowners..    937,353       2,149   13,256,648     460,477    7,246,620    1,625,164 
 Transfers between Variable Investment                                                                             
   Options including guaranteed                                                                                    
   interest account, net................    (82,872)         --      562,977     (15,828)   1,242,114   (1,252,225)
 Redemptions for contract benefits and                                                                             
   terminations.........................     (9,656)         --     (512,824)     (1,500)    (173,079)          -- 
                                         ----------  ----------  -----------  ----------  -----------  ----------- 

 Net increase (decrease) in net assets                                                                             
   resulting from contractowner                                                                                    
   transactions.........................    844,825       2,149   13,306,801     443,149    8,315,655      372,939 
                                         ----------  ----------  -----------  ----------  -----------  ----------- 

 Net increase (decrease) in amount                                                                                 
   retained by AXA Equitable in                                                                                    
   Separate Account No. 70..............         --   4,000,000           --   4,000,000           --    4,000,000 
                                         ----------  ----------  -----------  ----------  -----------  ----------- 

NET INCREASE (DECREASE) IN NET ASSETS...    799,212   3,970,964   13,249,601   4,480,703    8,338,162    4,432,981 
NET ASSETS -- BEGINNING OF YEAR OR                                                                                 
 PERIOD.................................  3,970,964          --    4,480,703          --    4,432,981           -- 
                                         ----------  ----------  -----------  ----------  -----------  ----------- 

NET ASSETS -- END OF YEAR OR PERIOD..... $4,770,176  $3,970,964  $17,730,304  $4,480,703  $12,771,143  $ 4,432,981 
                                         ==========  ==========  ===========  ==========  ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                          
UNIT ACTIVITY CLASS B                                                                                              
 Issued.................................         98          --        1,398          46          915          163 
 Redeemed...............................        (14)         --          (95)         (2)        (103)        (125)
                                         ----------  ----------  -----------  ----------  -----------  ----------- 
 Net Increase (Decrease)................         84          --        1,303          44          812           38 
                                         ==========  ==========  ===========  ==========  ===========  =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                               CHARTER/SM/ MULTI-SECTOR CHARTER/SM/ REAL  CHARTER/SM/ SMALL CAP 
                                      BOND*(A)            ASSETS*(D)           GROWTH*(A)       
                               ----------------------   --------------   ---------------------- 
                                  2014         2013          2014           2014        2013    
                               ----------   ----------  --------------   ----------  ---------- 
                                                                                                
INCREASE (DECREASE) IN NET                                                                      
 ASSETS                                                                                         
FROM OPERATIONS:                                                                                
 Net investment income (loss). $   29,685   $   62,904    $  119,939     $ (101,428) $  (79,741)
 Net realized gain (loss) on                                                                    
   investments................     (8,812)       3,397           600        275,081     332,077 
 Net change in unrealized                                                                       
   appreciation                                                                                 
   (depreciation) of                                                                            
   investments................      5,181     (131,176)     (143,885)      (380,520)  1,736,265 
                               ----------   ----------    ----------     ----------  ---------- 
 Net Increase (decrease) in                                                                     
   net assets resulting from                                                                    
   operations.................     26,054      (64,875)      (23,346)      (206,867)  1,988,601 
                               ----------   ----------    ----------     ----------  ---------- 

FROM CONTRACTOWNERS                                                                             
 TRANSACTIONS:                                                                                  
 Payments received from                                                                         
   contractowners.............      4,382      279,277       834,740      1,013,219   1,379,031 
 Transfers from Separate                                                                        
   Account No. 49.............         --    2,429,439            --             --   4,132,039 
 Transfers between Variable                                                                     
   Investment Options                                                                           
   including guaranteed                                                                         
   interest account, net......     29,827      268,041        90,116        869,357    (876,576)
 Redemptions for contract                                                                       
   benefits and terminations..   (103,014)     (40,067)      (30,389)      (300,747)   (169,869)
 Contract maintenance charges.    (50,483)     (48,723)           --       (117,519)    (83,731)
                               ----------   ----------    ----------     ----------  ---------- 

 Net increase (decrease) in                                                                     
   net assets resulting from                                                                    
   contractowner transactions.   (119,288)   2,887,967       894,467      1,464,310   4,380,894 
                               ----------   ----------    ----------     ----------  ---------- 

 Net increase (decrease) in                                                                     
   amount retained by AXA                                                                       
   Equitable in Separate                                                                        
   Account No. 70.............         --          500            --             --         501 
                               ----------   ----------    ----------     ----------  ---------- 

NET INCREASE (DECREASE) IN                                                                      
 NET ASSETS...................    (93,234)   2,823,592       871,121      1,257,443   6,369,996 
NET ASSETS -- BEGINNING OF                                                                      
 YEAR OR PERIOD...............  2,823,592           --     3,886,402      6,369,996          -- 
                               ----------   ----------    ----------     ----------  ---------- 

NET ASSETS -- END OF YEAR OR                                                                    
 PERIOD....................... $2,730,358   $2,823,592    $4,757,523     $7,627,439  $6,369,996 
                               ==========   ==========    ==========     ==========  ========== 

CHANGES IN UNITS (000'S):                                                                       
UNIT ACTIVITY CLASS B                                                                           
 Issued.......................         15           63           120            272         232 
 Transferred from Separate                                                                      
   Account No. 49.............         --          186            --             --         693 
 Redeemed.....................        (24)         (31)          (29)          (118)       (187)
                               ----------   ----------    ----------     ----------  ---------- 
 Net Increase (Decrease)......         (9)         218            91            154         738 
                               ==========   ==========    ==========     ==========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(d)Units were made available on November 18, 2013, but at December 31, 2013 the 
fund had no change in net assets from shareholder contributions to report.

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                              CLEARBRIDGE     CLEARBRIDGE                       
                                                                               VARIABLE        VARIABLE       DELAWARE VIP(R)   
                                                     CHARTER/SM/ SMALL     AGGRESSIVE GROWTH EQUITY INCOME  DIVERSIFIED INCOME  
                                                       CAP VALUE*(A)         PORTFOLIO(E)    PORTFOLIO(E)        SERIES(C)      
                                                 ------------------------  ----------------- ------------- -------------------- 
                                                     2014         2013           2014            2014         2014       2013   
                                                 -----------  -----------  ----------------- ------------- ----------  -------- 
                                                                                                                                
INCREASE (DECREASE) IN NET ASSETS                                                                                               
FROM OPERATIONS:                                                                                                                
 Net investment income (loss)................... $  (145,114) $   (55,159)    $   (27,555)    $   36,439   $   (7,694) $    (62)
 Net realized gain (loss) on investments........     483,494      615,272         521,105          2,580        3,277        20 
 Net change in unrealized appreciation                                                                                          
   (depreciation) of investments................  (1,099,904)   1,812,582        (213,256)        46,585       21,619       180 
                                                 -----------  -----------     -----------     ----------   ----------  -------- 

 Net Increase (decrease) in net assets                                                                                          
   resulting from operations....................    (761,524)   2,372,695         280,294         85,604       17,202       138 
                                                 -----------  -----------     -----------     ----------   ----------  -------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                               
 Payments received from contractowners..........   2,334,257    4,176,241       7,893,413      2,226,676    5,021,293   144,533 
 Transfers from Separate Account No. 49.........          --    4,319,713              --             --           --        -- 
 Transfers between Variable Investment Options                                                                                  
   including guaranteed interest account, net...    (295,096)     809,538       3,244,968        728,224    1,019,942        -- 
 Redemptions for contract benefits and                                                                                          
   terminations.................................    (425,691)    (295,498)        (20,920)        (8,499)    (142,043)   (1,129)
 Contract maintenance charges...................    (157,041)     (95,743)            (27)            (8)          --        -- 
                                                 -----------  -----------     -----------     ----------   ----------  -------- 

 Net increase (decrease) in net assets                                                                                          
   resulting from contractowner transactions....   1,456,429    8,914,251      11,117,434      2,946,393    5,899,192   143,404 
                                                 -----------  -----------     -----------     ----------   ----------  -------- 

 Net increase (decrease) in amount retained by                                                                                  
   AXA Equitable in Separate Account No. 70.....          --       10,249              50             51       19,991        10 
                                                 -----------  -----------     -----------     ----------   ----------  -------- 

NET INCREASE (DECREASE) IN NET ASSETS...........     694,905   11,297,195      11,397,778      3,032,048    5,936,385   143,552 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.......  11,414,526      117,331              --             --      143,552        -- 
                                                 -----------  -----------     -----------     ----------   ----------  -------- 

NET ASSETS -- END OF YEAR OR PERIOD............. $12,109,431  $11,414,526     $11,397,778     $3,032,048   $6,079,937  $143,552 
                                                 ===========  ===========     ===========     ==========   ==========  ======== 

CHANGES IN UNITS (000'S):                                                                                                       
UNIT ACTIVITY CLASS B                                                                                                           
 Issued.........................................         336          388              --             --           --        -- 
 Transferred from Separate Account No. 49.......          --          302              --             --           --        -- 
 Redeemed.......................................        (189)        (115)             --             --           --        -- 
                                                 -----------  -----------     -----------     ----------   ----------  -------- 
 Net Increase (Decrease)........................         147          575              --             --           --        -- 
                                                 ===========  ===========     ===========     ==========   ==========  ======== 

UNIT ACTIVITY CLASS II                                                                                                          
 Issued.........................................          --           --           1,102            303           --        -- 
 Redeemed.......................................          --           --             (30)           (17)          --        -- 
                                                 -----------  -----------     -----------     ----------   ----------  -------- 
 Net Increase (Decrease)........................          --           --           1,072            286           --        -- 
                                                 ===========  ===========     ===========     ==========   ==========  ======== 

UNIT ACTIVITY SERVICE CLASS                                                                                                     
 Issued.........................................          --           --              --             --          584        16 
 Redeemed.......................................          --           --              --             --          (11)       (1)
                                                 -----------  -----------     -----------     ----------   ----------  -------- 
 Net Increase (Decrease)........................          --           --              --             --          573        15 
                                                 ===========  ===========     ===========     ==========   ==========  ======== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(c)Units were made available on November 18, 2013.                              
(e)Units were made available for sale on June 13, 2014.                         

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                                        DELAWARE VIP(R)                         
                                                                      DELAWARE VIP(R)     LIMITED-TERM        EATON VANCE VT    
                                                                      EMERGING MARKETS  DIVERSIFIED INCOME     FLOATING-RATE    
                                                                         SERIES(C)         SERIES(C)          INCOME FUND(C)    
                                                                     -----------------  ------------------ -------------------- 
                                                                       2014      2013      2014      2013     2014       2013   
                                                                     --------  -------  ----------   ----  ----------  -------- 
                                                                                                                                
INCREASE (DECREASE) IN NET ASSETS                                                                                               
FROM OPERATIONS:                                                                                                                
 Net investment income (loss)....................................... $ (3,081) $   (24) $    8,906   $ --  $   75,566  $    318 
 Net realized gain (loss) on investments............................      640       --      (1,289)    --     (12,049)       -- 
 Net change in unrealized appreciation (depreciation) of investments  (55,529)     631     (15,438)    --    (113,709)       -- 
                                                                     --------  -------  ----------   ----  ----------  -------- 

 Net Increase (decrease) in net assets resulting from operations....  (57,970)     607      (7,821)    --     (50,192)      318 
                                                                     --------  -------  ----------   ----  ----------  -------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                               
 Payments received from contractowners..............................  484,843   45,845   1,494,102    220   4,947,707   289,658 
 Transfers from Separate Account No. 49.............................       --       --          --     --          --        -- 
 Transfers between Variable Investment Options including guaranteed                                                             
   interest account, net............................................   68,809       --   3,014,184     --     751,883       708 
 Redemptions for contract benefits and terminations.................   (5,772)     (32)   (201,627)    --    (280,006)     (263)
 Contract maintenance charges.......................................       --       --          --     --          --        -- 
                                                                     --------  -------  ----------   ----  ----------  -------- 

 Net increase (decrease) in net assets resulting from contractowner                                                             
   transactions.....................................................  547,880   45,813   4,306,659    220   5,419,584   290,103 
                                                                     --------  -------  ----------   ----  ----------  -------- 

 Net increase (decrease) in amount retained by AXA Equitable in                                                                 
   Separate Account No. 70..........................................    1,595        6       7,499     --       4,657        34 
                                                                     --------  -------  ----------   ----  ----------  -------- 

NET INCREASE (DECREASE) IN NET ASSETS...............................  491,505   46,426   4,306,337    220   5,374,049   290,455 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD...........................   46,426       --         220     --     290,455        -- 
                                                                     --------  -------  ----------   ----  ----------  -------- 

NET ASSETS -- END OF YEAR OR PERIOD................................. $537,931  $46,426  $4,306,557   $220  $5,664,504  $290,455 
                                                                     ========  =======  ==========   ====  ==========  ======== 

CHANGES IN UNITS (000'S):                                                                                                       
UNIT ACTIVITY INITIAL CLASS                                                                                                     
 Issued.............................................................       --       --          --     --         750        29 
 Redeemed...........................................................       --       --          --     --        (213)       -- 
                                                                     --------  -------  ----------   ----  ----------  -------- 
 Net Increase (Decrease)............................................       --       --          --     --         537        29 
                                                                     ========  =======  ==========   ====  ==========  ======== 

UNIT ACTIVITY SERVICE CLASS                                                                                                     
 Issued.............................................................       66        5         564     --          --        -- 
 Redeemed...........................................................      (11)      --        (135)    --          --        -- 
                                                                     --------  -------  ----------   ----  ----------  -------- 
 Net Increase (Decrease)............................................       55        5         429     --          --        -- 
                                                                     ========  =======  ==========   ====  ==========  ======== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                       EQ/ALLIANCEBERNSTEIN       EQ/ALLIANCEBERNSTEIN                          
                                                          DYNAMIC WEALTH            SHORT DURATION       EQ/ALLIANCEBERNSTEIN   
                                                          STRATEGIES*(A)          GOVERNMENT BOND*(C)    SMALL CAP GROWTH*(A)   
                                                  ------------------------------  ------------------   ------------------------ 
                                                       2014            2013         2014       2013        2014         2013    
                                                  --------------  --------------  --------   --------  -----------  ----------- 
                                                                                                                                
INCREASE (DECREASE) IN NET ASSETS                                                                                               
FROM OPERATIONS:                                                                                                                
 Net investment income (loss).................... $   (8,336,632) $   (9,743,010) $ (3,669)  $   (194) $  (505,572) $  (330,206)
 Net realized gain (loss) on investments.........     30,115,711      46,902,416      (604)   (20,770)   5,458,303    3,526,110 
 Net change in unrealized appreciation                                                                                          
   (depreciation) of investments.................     34,080,892      82,917,964    (1,204)      (100)  (4,033,954)   3,902,036 
                                                  --------------  --------------  --------   --------  -----------  ----------- 

 Net Increase (decrease) in net assets resulting                                                                                
   from operations...............................     55,859,971     120,077,370    (5,477)   (21,064)     918,777    7,097,940 
                                                  --------------  --------------  --------   --------  -----------  ----------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                               
 Payments received from contractowners...........    490,203,754     457,059,843   347,423    233,959   10,546,523    7,536,749 
 Transfers from Separate Account No. 49..........             --     338,507,076        --         --           --   13,415,226 
 Transfers between Variable Investment Options                                                                                  
   including guaranteed interest account, net....    218,527,178     220,114,220    (2,738)    (4,500)  (1,367,070)   3,843,221 
 Redemptions for contract benefits and                                                                                          
   terminations..................................    (39,852,688)    (15,117,194)   (8,032)        --   (1,255,481)    (741,988)
 Contract maintenance charges....................    (21,946,155)    (10,425,083)       --         --     (250,019)    (171,443)
                                                  --------------  --------------  --------   --------  -----------  ----------- 

 Net increase (decrease) in net assets resulting                                                                                
   from contractowner transactions...............    646,932,089     990,138,862   336,653    229,459    7,673,953   23,881,765 
                                                  --------------  --------------  --------   --------  -----------  ----------- 

 Net increase (decrease) in amount retained by                                                                                  
   AXA Equitable in Separate Account No. 70......             --           3,434         5     20,788          201          998 
                                                  --------------  --------------  --------   --------  -----------  ----------- 

NET INCREASE (DECREASE) IN NET ASSETS............    702,792,060   1,110,219,666   331,181    229,183    8,592,931   30,980,703 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD........  1,329,314,726     219,095,060   229,183         --   33,357,890    2,377,187 
                                                  --------------  --------------  --------   --------  -----------  ----------- 

NET ASSETS -- END OF YEAR OR PERIOD.............. $2,032,106,786  $1,329,314,726  $560,364   $229,183  $41,950,821  $33,357,890 
                                                  ==============  ==============  ========   ========  ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                                       
UNIT ACTIVITY CLASS A                                                                                                           
 Issued..........................................             --              --        --         --          457          536 
 Transferred from Separate Account No. 49........             --              --        --         --           --          408 
 Redeemed........................................             --              --        --         --         (250)        (116)
                                                  --------------  --------------  --------   --------  -----------  ----------- 
 Net Increase (Decrease).........................             --              --        --         --          207          828 
                                                  ==============  ==============  ========   ========  ===========  =========== 

UNIT ACTIVITY CLASS B                                                                                                           
 Issued..........................................         61,598          64,278        57         23          366          206 
 Transferred from Separate Account No. 49........             --          33,559        --         --           --          367 
 Redeemed........................................         (6,250)         (4,405)      (23)        --         (111)         (87)
                                                  --------------  --------------  --------   --------  -----------  ----------- 
 Net Increase (Decrease).........................         55,348          93,432        34         23          255          486 
                                                  ==============  ==============  ========   ========  ===========  =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                          EQ/BLACKROCK BASIC VALUE     EQ/BOSTON ADVISORS      EQ/CALVERT SOCIALLY 
                                                 EQUITY*(A)             EQUITY INCOME*(A)        RESPONSIBLE*(A)   
                                         -------------------------  ------------------------  -------------------- 
                                             2014          2013         2014         2013        2014       2013   
                                         ------------  -----------  -----------  -----------  ----------  -------- 
                                                                                                                   
INCREASE (DECREASE) IN NET ASSETS                                                                                  
FROM OPERATIONS:                                                                                                   
 Net investment income (loss)........... $   (195,027) $   269,272  $    43,006  $   175,868  $   (5,012) $ (4,618)
 Net realized gain (loss) on investments    3,048,221    2,265,874    3,540,901    3,327,499      41,191    72,645 
 Net change in unrealized appreciation                                                                             
   (depreciation) of investments........    4,773,710   14,375,195   (1,756,657)   1,372,694      91,009   131,537 
                                         ------------  -----------  -----------  -----------  ----------  -------- 

 Net Increase (decrease) in net assets                                                                             
   resulting from operations............    7,626,904   16,910,341    1,827,250    4,876,061     127,188   199,564 
                                         ------------  -----------  -----------  -----------  ----------  -------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                  
 Payments received from contractowners..   27,788,122   18,977,545    5,559,756    6,820,715     391,244    85,387 
 Transfers from Separate Account No. 49.           --   33,521,596           --    9,294,112          --   654,969 
 Transfers between Variable Investment                                                                             
   Options including guaranteed                                                                                    
   interest account, net................    4,571,246    3,049,936   (3,517,770)   1,547,739      63,701   (41,297)
 Redemptions for contract benefits and                                                                             
   terminations.........................   (3,285,948)  (1,601,267)    (939,670)    (516,946)    (18,941)  (61,709)
 Contract maintenance charges...........      (12,945)      (9,067)    (106,800)     (73,908)    (16,361)  (12,179)
                                         ------------  -----------  -----------  -----------  ----------  -------- 

 Net increase (decrease) in net assets                                                                             
   resulting from contractowner                                                                                    
   transactions.........................   29,060,475   53,938,743      995,516   17,071,712     419,643   625,171 
                                         ------------  -----------  -----------  -----------  ----------  -------- 

 Net increase (decrease) in amount                                                                                 
   retained by AXA Equitable in                                                                                    
   Separate Account No. 70..............         (574)      20,001           --          979        (200)      449 
                                         ------------  -----------  -----------  -----------  ----------  -------- 

NET INCREASE (DECREASE) IN NET ASSETS...   36,686,805   70,869,085    2,822,766   21,948,752     546,631   825,184 
NET ASSETS -- BEGINNING OF YEAR OR                                                                                 
 PERIOD.................................   77,939,687    7,070,602   25,006,096    3,057,344     825,184        -- 
                                         ------------  -----------  -----------  -----------  ----------  -------- 

NET ASSETS -- END OF YEAR OR PERIOD..... $114,626,492  $77,939,687  $27,828,862  $25,006,096  $1,371,815  $825,184 
                                         ============  ===========  ===========  ===========  ==========  ======== 

CHANGES IN UNITS (000'S):                                                                                          
UNIT ACTIVITY CLASS A                                                                                              
 Issued.................................        1,743        1,918          231          644          --        -- 
 Transferred from Separate Account                                                                                 
   No. 49...............................           --        2,719           --          438          --        -- 
 Redeemed...............................         (424)        (586)        (294)        (193)         --        -- 
                                         ------------  -----------  -----------  -----------  ----------  -------- 
 Net Increase (Decrease)................        1,319        4,051          (63)         889          --        -- 
                                         ============  ===========  ===========  ===========  ==========  ======== 

UNIT ACTIVITY CLASS B                                                                                              
 Issued.................................          602           45          406          413          42        16 
 Transferred from Separate Account                                                                                 
   No. 49...............................           --           --           --          840          --        63 
 Redeemed...............................          (32)          --         (204)        (152)         (8)      (18)
                                         ------------  -----------  -----------  -----------  ----------  -------- 
 Net Increase (Decrease)................          570           45          202        1,101          34        61 
                                         ============  ===========  ===========  ===========  ==========  ======== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                  EQ/CAPITAL GUARDIAN         EQ/COMMON STOCK           EQ/CONVERTIBLE      
                                     RESEARCH*(A)                INDEX*(A)              SECURITIES*(C)      
                               ------------------------  ------------------------  -------------------------
                                   2014         2013         2014         2013         2014         2013    
                               -----------  -----------  -----------  -----------  -----------  ------------
                                                                                                            
INCREASE (DECREASE) IN NET                                                                                  
 ASSETS                                                                                                     
FROM OPERATIONS:                                                                                            
 Net investment income (loss). $  (107,487) $    24,193  $    29,312  $    24,269  $   202,906  $     86,194
 Net realized gain (loss) on                                                                                
   investments................     788,506      622,484      549,772      227,457      271,926            --
 Net change in unrealized                                                                                   
   appreciation                                                                                             
   (depreciation) of                                                                                        
   investments................     620,659    1,891,867      966,925    1,501,911      486,594       184,846
                               -----------  -----------  -----------  -----------  -----------  ------------
 Net Increase (decrease) in                                                                                 
   net assets resulting from                                                                                
   operations.................   1,301,678    2,538,544    1,546,009    1,753,637      961,426       271,040
                               -----------  -----------  -----------  -----------  -----------  ------------

FROM CONTRACTOWNERS                                                                                         
 TRANSACTIONS:                                                                                              
 Payments received from                                                                                     
   contractowners.............   2,574,610    4,732,959    5,933,538    3,821,958      260,165        26,575
 Transfers from Separate                                                                                    
   Account No. 49.............          --    5,440,661           --    2,984,123           --            --
 Transfers between Variable                                                                                 
   Investment Options                                                                                       
   including guaranteed                                                                                     
   interest account, net......    (453,476)     472,700    2,640,787    1,122,919    2,160,695            --
 Redemptions for contract                                                                                   
   benefits and terminations..    (346,474)    (429,944)    (479,955)    (242,940)      (4,349)           --
 Contract maintenance charges.     (77,782)     (62,441)      (2,109)        (936)          --            --
                               -----------  -----------  -----------  -----------  -----------  ------------

 Net increase (decrease) in                                                                                 
   net assets resulting from                                                                                
   contractowner transactions.   1,696,878   10,153,935    8,092,261    7,685,124    2,416,511        26,575
                               -----------  -----------  -----------  -----------  -----------  ------------

 Net increase (decrease) in                                                                                 
   amount retained by AXA                                                                                   
   Equitable in Separate                                                                                    
   Account No. 70.............          --          501          301          249          340     9,999,659
                               -----------  -----------  -----------  -----------  -----------  ------------

NET INCREASE (DECREASE) IN                                                                                  
 NET ASSETS...................   2,998,556   12,692,980    9,638,571    9,439,010    3,378,277    10,297,274
NET ASSETS -- BEGINNING OF                                                                                  
 YEAR OR PERIOD...............  13,165,235      472,255   10,328,853      889,843   10,297,274            --
                               -----------  -----------  -----------  -----------  -----------  ------------

NET ASSETS -- END OF YEAR OR                                                                                
 PERIOD....................... $16,163,791  $13,165,235  $19,967,424  $10,328,853  $13,675,551  $ 10,297,274
                               ===========  ===========  ===========  ===========  ===========  ============

CHANGES IN UNITS (000'S):                                                                                   
UNIT ACTIVITY CLASS A                                                                                       
 Issued.......................         204          411          431          364           --            --
 Transferred from Separate                                                                                  
   Account No. 49.............          --          146           --          223           --            --
 Redeemed.....................         (99)        (137)         (87)         (68)          --            --
                               -----------  -----------  -----------  -----------  -----------  ------------
 Net Increase (Decrease)......         105          420          344          519           --            --
                               ===========  ===========  ===========  ===========  ===========  ============

UNIT ACTIVITY CLASS B                                                                                       
 Issued.......................          37           86          230           10          235             3
 Transferred from Separate                                                                                  
   Account No. 49.............          --          242           --           --           --            --
 Redeemed.....................         (50)         (61)         (63)          --          (10)           --
                               -----------  -----------  -----------  -----------  -----------  ------------
 Net Increase (Decrease)......         (13)         267          167           10          225             3
                               ===========  ===========  ===========  ===========  ===========  ============

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                                  EQ/EMERGING MARKETS           EQ/ENERGY       
                                                     EQ/CORE BOND INDEX*(A)         EQUITY PLUS*(B)              ETF*(C)        
                                                   --------------------------  ------------------------  ---------------------- 
                                                       2014          2013          2014         2013        2014        2013    
                                                   ------------  ------------  -----------  -----------  ----------  ---------- 
                                                                                                                                
INCREASE (DECREASE) IN NET ASSETS                                                                                               
FROM OPERATIONS:                                                                                                                
 Net investment income (loss)..................... $   (456,954) $   (694,347) $    63,705  $    71,320  $   66,102  $   65,087 
 Net realized gain (loss) on investments..........      148,470       267,394       53,724      (12,499)     11,550          -- 
 Net change in unrealized appreciation                                                                                          
   (depreciation) of investments..................    3,296,537    (8,908,327)    (587,329)    (680,454)   (790,403)     (7,241)
                                                   ------------  ------------  -----------  -----------  ----------  ---------- 
 Net Increase (decrease) in net assets resulting                                                                                
   from operations................................    2,988,053    (9,335,280)    (469,900)    (621,633)   (712,751)     57,846 
                                                   ------------  ------------  -----------  -----------  ----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                               
 Payments received from contractowners............   16,128,738    15,308,927    1,490,183      780,426     608,428       3,000 
 Transfers from Separate Account No. 49...........           --   285,787,159           --           --          --          -- 
 Transfers between Variable Investment Options                                                                                  
   including guaranteed interest account, net.....    8,378,158    37,840,482      465,931      (36,637)    198,085          -- 
 Redemptions for contract benefits and                                                                                          
   terminations...................................  (16,690,321)  (10,795,676)     (20,647)        (481)    (12,187)         -- 
 Contract maintenance charges.....................   (4,596,033)   (4,464,739)        (106)          --          --          -- 
                                                   ------------  ------------  -----------  -----------  ----------  ---------- 
 Net increase (decrease) in net assets resulting                                                                                
   from contractowner transactions................    3,220,542   325,676,153    1,935,361      743,308     794,326       3,000 
                                                   ------------  ------------  -----------  -----------  ----------  ---------- 
 Net increase (decrease) in amount retained by                                                                                  
   AXA Equitable in Separate Account No. 70.......           --            --           --   12,000,001          --   3,999,999 
                                                   ------------  ------------  -----------  -----------  ----------  ---------- 

NET INCREASE (DECREASE) IN NET ASSETS.............    6,208,595   314,340,873    1,465,461   12,121,676      81,575   4,060,845 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........  317,400,508     3,059,635   12,121,676           --   4,060,845          -- 
                                                   ------------  ------------  -----------  -----------  ----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD............... $323,609,103  $317,400,508  $13,587,137  $12,121,676  $4,142,420  $4,060,845 
                                                   ============  ============  ===========  ===========  ==========  ========== 

CHANGES IN UNITS (000'S):                                                                                                       
UNIT ACTIVITY CLASS B                                                                                                           
 Issued...........................................        3,340         6,109          317          164          87          -- 
 Transferred from Separate Account No. 49.........           --        26,138           --           --          --          -- 
 Redeemed.........................................       (3,040)       (2,613)        (112)         (86)         (4)         -- 
                                                   ------------  ------------  -----------  -----------  ----------  ---------- 
 Net Increase (Decrease)..........................          300        29,634          205           78          83          -- 
                                                   ============  ============  ===========  ===========  ==========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(b)Units were made available on February 19, 2013.                              
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                      EQ/GAMCO MERGERS AND         EQ/GAMCO SMALL       
                                          EQ/EQUITY 500 INDEX*(A)       ACQUISITIONS*(A)          COMPANY VALUE*(A)     
                                         -------------------------  -----------------------  -------------------------- 
                                             2014          2013         2014        2013         2014          2013     
                                         ------------  -----------  -----------  ----------  ------------  ------------ 
                                                                                                                        
INCREASE (DECREASE) IN NET ASSETS                                                                                       
FROM OPERATIONS:                                                                                                        
 Net investment income (loss)........... $    258,455  $   130,760  $  (152,339) $  (66,476) $ (1,692,755) $ (1,051,503)
 Net realized gain (loss) on investments    3,580,945    1,800,883      530,294     433,893     9,533,997     9,003,326 
 Net change in unrealized appreciation                                                                                  
   (depreciation) of investments........    5,192,991    8,004,213     (349,809)    243,787    (4,509,275)   21,577,795 
                                         ------------  -----------  -----------  ----------  ------------  ------------ 

 Net Increase (decrease) in net assets                                                                                  
   resulting from operations............    9,032,391    9,935,856       28,146     611,204     3,331,967    29,529,618 
                                         ------------  -----------  -----------  ----------  ------------  ------------ 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                       
 Payments received from contractowners..   33,468,499   16,255,703    3,449,806   2,135,261    43,268,938    31,924,983 
 Transfers from Separate Account No. 49.           --   18,587,621           --   5,035,846            --    53,051,954 
 Transfers between Variable Investment                                                                                  
   Options including guaranteed                                                                                         
   interest account, net................   14,378,170    5,267,951      263,698     456,106     5,956,144     6,100,358 
 Redemptions for contract benefits and                                                                                  
   terminations.........................   (2,347,559)  (1,536,820)    (431,667)   (313,647)   (5,125,375)   (2,493,405)
 Contract maintenance charges...........       (8,183)      (4,536)      (1,208)       (946)      (21,276)      (14,749)
                                         ------------  -----------  -----------  ----------  ------------  ------------ 

 Net increase (decrease) in net assets                                                                                  
   resulting from contractowner                                                                                         
   transactions.........................   45,490,927   38,569,919    3,280,629   7,312,620    44,078,431    88,569,141 
                                         ------------  -----------  -----------  ----------  ------------  ------------ 

 Net increase (decrease) in amount                                                                                      
   retained by AXA Equitable in                                                                                         
   Separate Account No. 70..............           --       35,002           --      30,000            --         5,000 
                                         ------------  -----------  -----------  ----------  ------------  ------------ 

NET INCREASE (DECREASE) IN NET ASSETS...   54,523,318   48,540,777    3,308,775   7,953,824    47,410,398   118,103,759 
NET ASSETS -- BEGINNING OF YEAR OR                                                                                      
 PERIOD.................................   54,798,445    6,257,668    8,585,773     631,949   130,033,735    11,929,976 
                                         ------------  -----------  -----------  ----------  ------------  ------------ 

NET ASSETS -- END OF YEAR OR PERIOD..... $109,321,763  $54,798,445  $11,894,548  $8,585,773  $177,444,133  $130,033,735 
                                         ============  ===========  ===========  ==========  ============  ============ 

CHANGES IN UNITS (000'S):                                                                                               
UNIT ACTIVITY CLASS A                                                                                                   
 Issued.................................        2,274        1,844          292         299         2,315         2,624 
 Transferred from Separate Account                                                                                      
   No. 49...............................           --        1,409           --         440            --         3,452 
 Redeemed...............................         (398)        (532)        (144)       (114)         (641)         (717)
                                         ------------  -----------  -----------  ----------  ------------  ------------ 
 Net Increase (Decrease)................        1,876        2,721          148         625         1,674         5,359 
                                         ============  ===========  ===========  ==========  ============  ============ 

UNIT ACTIVITY CLASS B                                                                                                   
 Issued.................................        1,211           14          149           6           941            65 
 Redeemed...............................         (128)          --           (9)         --           (54)           -- 
                                         ------------  -----------  -----------  ----------  ------------  ------------ 
 Net Increase (Decrease)................        1,083           14          140           6           887            65 
                                         ============  ===========  ===========  ==========  ============  ============ 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                                                   EQ/INTERMEDIATE      
                                          EQ/GLOBAL BOND PLUS*(A)   EQ/HIGH YIELD BOND*(B)       GOVERNMENT BOND*(A)    
                                         ------------------------  ------------------------  -------------------------- 
                                             2014         2013         2014         2013         2014          2013     
                                         -----------  -----------  -----------  -----------  ------------  ------------ 
                                                                                                                        
INCREASE (DECREASE) IN NET ASSETS                                                                                       
FROM OPERATIONS:                                                                                                        
 Net investment income (loss)........... $   (88,175) $  (164,560) $ 2,211,039  $ 2,468,252  $ (1,367,167) $ (1,620,891)
 Net realized gain (loss) on investments     (26,794)     137,711       37,825      118,109       228,469       580,398 
 Net change in unrealized appreciation                                                                                  
   (depreciation) of investments........      42,385     (439,778)  (1,335,868)     419,069     1,236,403    (3,051,064)
                                         -----------  -----------  -----------  -----------  ------------  ------------ 

 Net Increase (decrease) in net assets                                                                                  
   resulting from operations............     (72,584)    (466,627)     912,996    3,005,430        97,705    (4,091,557)
                                         -----------  -----------  -----------  -----------  ------------  ------------ 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                       
 Payments received from contractowners..   1,337,346    2,159,710    3,248,318    1,303,879     4,261,327     6,454,939 
 Transfers from Separate Account No. 49.          --    9,156,339           --           --            --   128,813,746 
 Transfers between Variable Investment                                                                                  
   Options including guaranteed                                                                                         
   interest account, net................     (84,823)     253,586      954,535      260,131     4,754,317     3,335,365 
 Redemptions for contract benefits and                                                                                  
   terminations.........................    (636,082)    (542,685)    (122,378)     (10,794)   (6,311,696)   (4,684,275)
 Contract maintenance charges...........    (108,278)    (104,918)        (320)          (6)   (1,858,860)   (1,883,724)
                                         -----------  -----------  -----------  -----------  ------------  ------------ 

 Net increase (decrease) in net assets                                                                                  
   resulting from contractowner                                                                                         
   transactions.........................     508,163   10,922,032    4,080,155    1,553,210       845,088   132,036,051 
                                         -----------  -----------  -----------  -----------  ------------  ------------ 

 Net increase (decrease) in amount                                                                                      
   retained by AXA Equitable in                                                                                         
   Separate Account No. 70..............          --          502     (200,001)  46,000,002            --         6,001 
                                         -----------  -----------  -----------  -----------  ------------  ------------ 

NET INCREASE (DECREASE) IN NET ASSETS...     435,579   10,455,907    4,793,150   50,558,642       942,793   127,950,495 
NET ASSETS -- BEGINNING OF YEAR OR                                                                                      
 PERIOD.................................  11,303,359      847,452   50,558,642           --   129,740,170     1,789,675 
                                         -----------  -----------  -----------  -----------  ------------  ------------ 

NET ASSETS -- END OF YEAR OR PERIOD..... $11,738,938  $11,303,359  $55,351,792  $50,558,642  $130,682,963  $129,740,170 
                                         ===========  ===========  ===========  ===========  ============  ============ 

CHANGES IN UNITS (000'S):                                                                                               
UNIT ACTIVITY CLASS A                                                                                                   
 Issued.................................         209          204           --           --            --            -- 
 Transferred from Separate Account                                                                                      
   No. 49...............................          --          420           --           --            --            -- 
 Redeemed...............................        (150)        (140)          --           --            --            -- 
                                         -----------  -----------  -----------  -----------  ------------  ------------ 
 Net Increase (Decrease)................          59          484           --           --            --            -- 
                                         ===========  ===========  ===========  ===========  ============  ============ 

UNIT ACTIVITY CLASS B                                                                                                   
 Issued.................................          49          201          470          169         2,013         2,786 
 Transferred from Separate Account                                                                                      
   No. 49...............................          --          369           --           --            --        12,015 
 Redeemed...............................         (58)        (116)         (89)         (17)       (1,938)       (2,509)
                                         -----------  -----------  -----------  -----------  ------------  ------------ 
 Net Increase (Decrease)................          (9)         454          381          152            75        12,292 
                                         ===========  ===========  ===========  ===========  ============  ============ 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(b)Units were made available on February 19, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                         EQ/INTERNATIONAL EQUITY      EQ/INTERNATIONAL            EQ/INVESCO       
                                                INDEX*(A)                 ETF*(A)             COMSTOCK*(A)(G)(H)   
                                         -----------------------  -----------------------  ----------------------- 
                                             2014        2013         2014        2013         2014        2013    
                                         -----------  ----------  -----------  ----------  -----------  ---------- 
                                                                                                                   
INCREASE (DECREASE) IN NET ASSETS                                                                                  
FROM OPERATIONS:                                                                                                   
 Net investment income (loss)........... $   435,695  $   81,986  $    49,758  $   98,669  $   172,216  $  210,469 
 Net realized gain (loss) on investments     244,509     201,101    2,164,391     481,711    1,094,910     373,827 
 Net change in unrealized appreciation                                                                             
   (depreciation) of investments........  (2,504,313)    745,149   (2,592,625)    155,658      (48,147)  1,132,039 
                                         -----------  ----------  -----------  ----------  -----------  ---------- 

 Net Increase (decrease) in net assets                                                                             
   resulting from operations............  (1,824,109)  1,028,236     (378,476)    736,038    1,218,979   1,716,335 
                                         -----------  ----------  -----------  ----------  -----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                  
 Payments received from contractowners..   6,726,582   3,097,061      106,950     351,837    4,427,153   1,507,668 
 Transfers from Separate Account No. 49.          --   2,520,057           --   3,190,895           --   3,549,697 
 Transfers between Variable Investment                                                                             
   Options including guaranteed                                                                                    
   interest account, net................   7,543,713     740,949     (152,405)    (67,862)  23,050,589   1,082,498 
 Redemptions for contract benefits and                                                                             
   terminations.........................    (323,358)   (183,640)    (169,773)    (91,689)    (782,969)   (109,071)
 Contract maintenance charges...........      (1,330)       (713)        (714)       (686)    (102,847)    (27,337)
                                         -----------  ----------  -----------  ----------  -----------  ---------- 

 Net increase (decrease) in net assets                                                                             
   resulting from contractowner                                                                                    
   transactions.........................  13,945,607   6,173,714     (215,942)  3,382,495   26,591,926   6,003,455 
                                         -----------  ----------  -----------  ----------  -----------  ---------- 

 Net increase (decrease) in amount                                                                                 
   retained by AXA Equitable in                                                                                    
   Separate Account No. 70..............         550          50           --         477           --      19,999 
                                         -----------  ----------  -----------  ----------  -----------  ---------- 

NET INCREASE (DECREASE) IN NET ASSETS...  12,122,048   7,202,000     (594,418)  4,119,010   27,810,905   7,739,789 
NET ASSETS -- BEGINNING OF YEAR OR                                                                                 
 PERIOD.................................   7,941,531     739,531    4,675,989     556,979    8,212,256     472,467 
                                         -----------  ----------  -----------  ----------  -----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD..... $20,063,579  $7,941,531  $ 4,081,571  $4,675,989  $36,023,161  $8,212,256 
                                         ===========  ==========  ===========  ==========  ===========  ========== 

CHANGES IN UNITS (000'S):                                                                                          
UNIT ACTIVITY CLASS A                                                                                              
 Issued.................................         869         471           29          68        1,409         194 
 Transferred from Separate Account                                                                                 
   No. 49...............................          --         244           --         301           --         185 
 Redeemed...............................        (146)       (148)         (46)        (51)        (324)       (116)
                                         -----------  ----------  -----------  ----------  -----------  ---------- 
 Net Increase (Decrease)................         723         567          (17)        318        1,085         263 
                                         ===========  ==========  ===========  ==========  ===========  ========== 

UNIT ACTIVITY CLASS B                                                                                              
 Issued.................................         514           6           --          --          466         119 
 Transferred from Separate Account                                                                                 
   No. 49...............................          --          --           --          --           --          97 
 Redeemed...............................         (18)         (2)          --          --          (46)        (24)
                                         -----------  ----------  -----------  ----------  -----------  ---------- 
 Net Increase (Decrease)................         496           4           --          --          420         192 
                                         ===========  ==========  ===========  ==========  ===========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
* Denotes Variable Investment Options that invest in shares of a Portfolio of   
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.    
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(g)EQ/Invesco Comstock replaced EQ/Davis New York Venture due to a fund merger  
on June 13, 2014.                                                         
(h)EQ/Invesco Comstock replaced EQ/Lord Abbett Large Cap Core due to a fund     
merger on June 13, 2014.                                                  

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                      EQ/JPMORGAN VALUE       EQ/LARGE CAP GROWTH       EQ/LARGE CAP VALUE   
                                                      OPPORTUNITIES*(A)            INDEX*(A)                INDEX*(A)        
                                                   ----------------------  ------------------------  ----------------------- 
                                                      2014        2013         2014         2013         2014        2013    
                                                   ----------  ----------  -----------  -----------  -----------  ---------- 
                                                                                                                             
INCREASE (DECREASE) IN NET ASSETS                                                                                            
FROM OPERATIONS:                                                                                                             
 Net investment income (loss)..................... $  (30,727) $   46,403  $   (40,046) $   (32,601) $    70,901  $   21,809 
 Net realized gain (loss) on investments..........    385,541     389,722    2,905,698    1,045,441      869,098     160,861 
 Net change in unrealized appreciation                                                                                       
   (depreciation) of investments..................    743,865   1,590,565   (1,105,965)   1,537,643      534,367   1,536,597 
                                                   ----------  ----------  -----------  -----------  -----------  ---------- 

 Net Increase (decrease) in net assets resulting                                                                             
   from operations................................  1,098,679   2,026,690    1,759,687    2,550,483    1,474,366   1,719,267 
                                                   ----------  ----------  -----------  -----------  -----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                            
 Payments received from contractowners............    630,336     916,342    6,149,047    2,486,617    5,688,172   2,233,605 
 Transfers from Separate Account No. 49...........         --   4,883,835           --    5,558,538           --   2,562,544 
 Transfers between Variable Investment Options                                                                               
   including guaranteed interest account, net.....    300,303      (9,831)   2,824,870      433,870    2,677,529   1,179,346 
 Redemptions for contract benefits and                                                                                       
   terminations...................................   (458,506)   (193,404)    (509,637)    (323,143)    (267,520)   (114,802)
 Contract maintenance charges.....................    (47,673)    (25,466)      (1,908)      (1,206)        (962)       (588)
                                                   ----------  ----------  -----------  -----------  -----------  ---------- 

 Net increase (decrease) in net assets resulting                                                                             
   from contractowner transactions................    424,460   5,571,476    8,462,372    8,154,676    8,097,219   5,860,105 
                                                   ----------  ----------  -----------  -----------  -----------  ---------- 

 Net increase (decrease) in amount retained by                                                                               
   AXA Equitable in Separate Account No. 70.......         --         500        1,999          248           --      19,999 
                                                   ----------  ----------  -----------  -----------  -----------  ---------- 

NET INCREASE (DECREASE) IN NET ASSETS.............  1,523,139   7,598,666   10,224,058   10,705,407    9,571,585   7,599,371 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........  8,341,915     743,249   12,556,552    1,851,145    9,337,766   1,738,395 
                                                   ----------  ----------  -----------  -----------  -----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD............... $9,865,054  $8,341,915  $22,780,610  $12,556,552  $18,909,351  $9,337,766 
                                                   ==========  ==========  ===========  ===========  ===========  ========== 

CHANGES IN UNITS (000'S):                                                                                                    
UNIT ACTIVITY CLASS A                                                                                                        
 Issued...........................................         41         195          390          314          574         270 
 Transferred from Separate Account No. 49.........         --         293           --          408           --         195 
 Redeemed.........................................        (47)       (178)         (95)        (160)        (208)        (54)
                                                   ----------  ----------  -----------  -----------  -----------  ---------- 
 Net Increase (Decrease)..........................         (6)        310          295          562          366         411 
                                                   ==========  ==========  ===========  ===========  ===========  ========== 

UNIT ACTIVITY CLASS B                                                                                                        
 Issued...........................................         54          54          300           15          189           7 
 Transferred from Separate Account No. 49.........         --          98           --           --           --          -- 
 Redeemed.........................................        (25)        (25)         (37)          --          (45)         -- 
                                                   ----------  ----------  -----------  -----------  -----------  ---------- 
 Net Increase (Decrease)..........................         29         127          263           15          144           7 
                                                   ==========  ==========  ===========  ===========  ===========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                           EQ/LOW                   EQ/MFS                                    
                                                         VOLATILITY              INTERNATIONAL              EQ/MID CAP        
                                                       GLOBAL ETF*(C)             GROWTH*(A)                 INDEX*(A)        
                                                   ----------------------  ------------------------  ------------------------ 
                                                      2014        2013         2014         2013         2014         2013    
                                                   ----------  ----------  -----------  -----------  -----------  ----------- 
                                                                                                                              
INCREASE (DECREASE) IN NET ASSETS                                                                                             
FROM OPERATIONS:                                                                                                              
 Net investment income (loss)..................... $  113,719  $   70,436  $  (104,918) $   (65,541) $  (125,759) $   (57,543)
 Net realized gain (loss) on investments..........      2,711          --    1,469,960      492,329      800,326      544,744 
 Net change in unrealized appreciation                                                                                        
   (depreciation) of investments..................    236,470     (64,693)  (2,998,417)   1,596,388    1,619,018    2,844,053 
                                                   ----------  ----------  -----------  -----------  -----------  ----------- 

 Net Increase (decrease) in net assets resulting                                                                              
   from operations................................    352,900       5,743   (1,633,375)   2,023,176    2,293,585    3,331,254 
                                                   ----------  ----------  -----------  -----------  -----------  ----------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                             
 Payments received from contractowners............    548,059      51,253    5,446,591    5,895,405   12,197,538    5,391,545 
 Transfers from Separate Account No. 49...........         --          --           --   10,441,359           --    5,340,142 
 Transfers between Variable Investment Options                                                                                
   including guaranteed interest account, net.....    182,163          --      611,249    2,774,466    7,069,726    3,389,971 
 Redemptions for contract benefits and                                                                                        
   terminations...................................     (1,902)         --     (840,454)    (456,760)    (653,160)    (326,421)
 Contract maintenance charges.....................         --          --     (133,357)    (105,110)      (2,616)      (1,432)
                                                   ----------  ----------  -----------  -----------  -----------  ----------- 

 Net increase (decrease) in net assets resulting                                                                              
   from contractowner transactions................    728,320      51,253    5,084,029   18,549,360   18,611,488   13,793,805 
                                                   ----------  ----------  -----------  -----------  -----------  ----------- 

 Net increase (decrease) in amount retained by                                                                                
   AXA Equitable in Separate Account No. 70.......         --   4,000,000           --          999           --       34,999 
                                                   ----------  ----------  -----------  -----------  -----------  ----------- 

NET INCREASE (DECREASE) IN NET ASSETS.............  1,081,220   4,056,996    3,450,654   20,573,535   20,905,073   17,160,058 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........  4,056,996          --   22,502,312    1,928,777   19,379,647    2,219,589 
                                                   ----------  ----------  -----------  -----------  -----------  ----------- 

NET ASSETS -- END OF YEAR OR PERIOD............... $5,138,216  $4,056,996  $25,952,966  $22,502,312  $40,284,720  $19,379,647 
                                                   ==========  ==========  ===========  ===========  ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                                     
UNIT ACTIVITY CLASS A                                                                                                         
 Issued...........................................         --          --          406          630          823          648 
 Transferred from Separate Account No. 49.........         --          --           --          454           --          368 
 Redeemed.........................................         --          --         (168)        (127)        (163)        (157)
                                                   ----------  ----------  -----------  -----------  -----------  ----------- 
 Net Increase (Decrease)..........................         --          --          238          957          660          859 
                                                   ==========  ==========  ===========  ===========  ===========  =========== 

UNIT ACTIVITY CLASS B                                                                                                         
 Issued...........................................         73           5          288          217          583           14 
 Transferred from Separate Account No. 49.........         --          --           --          449           --           -- 
 Redeemed.........................................         (3)         --          (92)         (53)         (38)          -- 
                                                   ----------  ----------  -----------  -----------  -----------  ----------- 
 Net Increase (Decrease)..........................         70           5          196          613          545           14 
                                                   ==========  ==========  ===========  ===========  ===========  =========== 

-----------                                                                     
Theaccompanying notes are an integral part of these financial statements.       
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(b)Units were made available on February 19, 2013.                              
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                        EQ/MORGAN STANLEY MID     EQ/NATURAL RESOURCES  
                                             EQ/MONEY MARKET*(A)           CAP GROWTH*(A)               PLUS*(B)        
                                         ---------------------------  ------------------------  ----------------------- 
                                              2014          2013          2014         2013         2014        2013    
                                         -------------  ------------  -----------  -----------  -----------  ---------- 
                                                                                                                        
INCREASE (DECREASE) IN NET ASSETS                                                                                       
FROM OPERATIONS:                                                                                                        
 Net investment income (loss)........... $  (1,585,698) $ (1,092,983) $  (743,626) $  (554,710) $    77,725  $   68,636 
 Net realized gain (loss) on investments           237         1,134    7,789,886    3,357,988       54,220         434 
 Net change in unrealized appreciation                                                                                  
   (depreciation) of investments........           285          (648)  (8,298,274)   9,022,589   (1,068,508)    170,070 
                                         -------------  ------------  -----------  -----------  -----------  ---------- 

 Net Increase (decrease) in net assets                                                                                  
   resulting from operations............    (1,585,176)   (1,092,497)  (1,252,014)  11,825,867     (936,563)    239,140 
                                         -------------  ------------  -----------  -----------  -----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                       
 Payments received from contractowners..   209,251,472   117,503,012   10,388,451    6,898,859    1,160,247     300,940 
 Transfers from Separate Account No. 49.            --    39,045,330           --   27,159,815           --          -- 
 Transfers between Variable Investment                                                                                  
   Options including guaranteed                                                                                         
   interest account, net................  (147,713,819)  (97,059,884)  (1,682,256)    (629,577)     154,944      73,983 
 Redemptions for contract benefits and                                                                                  
   terminations.........................   (27,922,680)   (5,399,806)  (1,825,763)  (1,069,137)     (43,770)       (270)
 Contract maintenance charges...........      (284,001)     (265,355)    (235,219)    (193,880)        (107)         -- 
                                         -------------  ------------  -----------  -----------  -----------  ---------- 

 Net increase (decrease) in net assets                                                                                  
   resulting from contractowner                                                                                         
   transactions.........................    33,330,972    53,823,297    6,645,213   32,166,080    1,271,314     374,653 
                                         -------------  ------------  -----------  -----------  -----------  ---------- 

 Net increase (decrease) in amount                                                                                      
   retained by AXA Equitable in                                                                                         
   Separate Account No. 70..............          (202)       10,198           --          998           --   4,999,999 
                                         -------------  ------------  -----------  -----------  -----------  ---------- 

NET INCREASE (DECREASE) IN NET ASSETS...    31,745,594    52,740,998    5,393,199   43,992,945      334,751   5,613,792 
NET ASSETS -- BEGINNING OF YEAR OR                                                                                      
 PERIOD.................................    83,737,296    30,996,298   47,552,217    3,559,272    5,613,792          -- 
                                         -------------  ------------  -----------  -----------  -----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD..... $ 115,482,890  $ 83,737,296  $52,945,416  $47,552,217  $ 5,948,543  $5,613,792 
                                         =============  ============  ===========  ===========  ===========  ========== 

CHANGES IN UNITS (000'S):                                                                                               
UNIT ACTIVITY CLASS A                                                                                                   
 Issued.................................         9,525        10,677          728          635           --          -- 
 Transferred from Separate Account                                                                                      
   No. 49...............................            --         2,080           --        1,342           --          -- 
 Redeemed...............................        (9,337)      (10,361)        (511)        (273)          --          -- 
                                         -------------  ------------  -----------  -----------  -----------  ---------- 
 Net Increase (Decrease)................           188         2,396          217        1,704           --          -- 
                                         =============  ============  ===========  ===========  ===========  ========== 

UNIT ACTIVITY CLASS B                                                                                                   
 Issued.................................        12,787         4,082          397          154          171          42 
 Transferred from Separate Account                                                                                      
   No. 49...............................            --         1,258           --          590           --          -- 
 Redeemed...............................        (9,651)       (2,597)        (196)        (175)         (52)         (4)
                                         -------------  ------------  -----------  -----------  -----------  ---------- 
 Net Increase (Decrease)................         3,136         2,743          201          569          119          38 
                                         =============  ============  ===========  ===========  ===========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(b)Units were made available on February 19, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                                    EQ/PIMCO                 EQ/PIMCO         
                                                        EQ/OPPENHEIMER               GLOBAL                 ULTRA SHORT       
                                                          GLOBAL*(A)             REAL RETURN*(B)             BOND*(A)         
                                                   ------------------------  ----------------------  ------------------------ 
                                                       2014         2013        2014        2013         2014         2013    
                                                   -----------  -----------  ----------  ----------  -----------  ----------- 
                                                                                                                              
INCREASE (DECREASE) IN NET ASSETS                                                                                             
FROM OPERATIONS:                                                                                                              
 Net investment income (loss)..................... $  (292,378) $   274,074  $  160,712  $   (6,991) $  (267,325) $  (151,892)
 Net realized gain (loss) on investments..........     892,913      985,031       5,368     (21,132)     (59,119)     (11,433)
 Net change in unrealized appreciation                                                                                        
   (depreciation) of investments..................    (576,296)   3,025,112     (17,123)    (43,209)     (68,972)    (160,608)
                                                   -----------  -----------  ----------  ----------  -----------  ----------- 

 Net Increase (decrease) in net assets resulting                                                                              
   from operations................................      24,239    4,284,217     148,957     (71,332)    (395,416)    (323,933)
                                                   -----------  -----------  ----------  ----------  -----------  ----------- 
FROM CONTRACTOWNERS TRANSACTIONS:                                                                                             
 Payments received from contractowners............   9,704,890    7,905,448   2,476,334   1,165,444    5,564,973    6,472,891 
 Transfers from Separate Account No. 49...........          --   13,735,399          --          --           --   16,751,299 
 Transfers between Variable Investment Options                                                                                
   including guaranteed interest account, net.....   4,199,711      726,240     606,282     315,734   (1,015,380)    (845,831)
 Redemptions for contract benefits and                                                                                        
   terminations...................................  (1,087,098)    (497,480)    (96,764)     (2,353)  (2,752,716)  (1,040,955)
 Contract maintenance charges.....................    (106,841)     (64,185)       (319)         (3)     (41,621)     (35,514)
                                                   -----------  -----------  ----------  ----------  -----------  ----------- 

 Net increase (decrease) in net assets resulting                                                                              
   from contractowner transactions................  12,710,662   21,805,422   2,985,533   1,478,822    1,755,256   21,301,890 
                                                   -----------  -----------  ----------  ----------  -----------  ----------- 

 Net increase (decrease) in amount retained by                                                                                
   AXA Equitable in Separate Account No. 70.......         224        1,001         139      15,489           --       15,000 
                                                   -----------  -----------  ----------  ----------  -----------  ----------- 

NET INCREASE (DECREASE) IN NET ASSETS.............  12,735,125   26,090,640   3,134,629   1,422,979    1,359,840   20,992,957 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........  27,411,237    1,320,597   1,422,979          --   24,731,891    3,738,934 
                                                   -----------  -----------  ----------  ----------  -----------  ----------- 

NET ASSETS -- END OF YEAR OR PERIOD............... $40,146,362  $27,411,237  $4,557,608  $1,422,979  $26,091,731  $24,731,891 
                                                   ===========  ===========  ==========  ==========  ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                                     
UNIT ACTIVITY CLASS A                                                                                                         
 Issued...........................................         948          845          --          --          792        1,113 
 Transferred from Separate Account No. 49.........          --          849          --          --           --        1,581 
 Redeemed.........................................        (294)        (399)         --          --         (780)        (748)
                                                   -----------  -----------  ----------  ----------  -----------  ----------- 
 Net Increase (Decrease)..........................         654        1,295          --          --           12        1,946 
                                                   ===========  ===========  ==========  ==========  ===========  =========== 
UNIT ACTIVITY CLASS B                                                                                                         
 Issued...........................................         275          199         374         189          386          121 
 Transferred from Separate Account No. 49.........          --          287          --          --           --          127 
 Redeemed.........................................         (58)         (70)        (72)        (36)        (225)         (20)
                                                   -----------  -----------  ----------  ----------  -----------  ----------- 
 Net Increase (Decrease)..........................         217          416         302         153          161          228 
                                                   ===========  ===========  ==========  ==========  ===========  =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(b)Units were made available on February 19, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                            EQ/QUALITY             EQ/REAL ESTATE          EQ/SMALL COMPANY     
                                                           BOND PLUS*(A)              PLUS*(B)                 INDEX*(A)        
                                                     ------------------------  ----------------------  ------------------------ 
                                                         2014         2013        2014        2013         2014         2013    
                                                     -----------  -----------  ----------  ----------  -----------  ----------- 
                                                                                                                                
INCREASE (DECREASE) IN NET ASSETS                                                                                               
FROM OPERATIONS:                                                                                                                
 Net investment income (loss)....................... $  (100,518) $  (224,561) $  274,375  $   16,765  $  (112,884) $   (16,149)
 Net realized gain (loss) on investments............       9,364      (41,348)    119,786     (23,695)   2,643,630    1,733,799 
 Net change in unrealized appreciation                                                                                          
   (depreciation) of investments....................     412,117     (542,953)      4,949     (56,968)  (1,710,335)   1,789,849 
                                                     -----------  -----------  ----------  ----------  -----------  ----------- 

 Net Increase (decrease) in net assets resulting                                                                                
   from operations..................................     320,963     (808,862)    399,110     (63,898)     820,411    3,507,499 
                                                     -----------  -----------  ----------  ----------  -----------  ----------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                               
 Payments received from contractowners..............   2,451,287    4,839,268   2,734,523   1,094,273    7,359,762    3,632,055 
 Transfers from Separate Account No. 49.............          --   18,636,389          --          --           --    4,460,360 
 Transfers between Variable Investment Options                                                                                  
   including guaranteed interest account, net.......     910,599      816,653   1,262,612     424,982     (576,536)   5,539,635 
 Redemptions for contract benefits and terminations.    (694,312)    (643,908)    (75,288)     (2,580)    (497,455)    (446,145)
 Contract maintenance charges.......................    (426,686)    (336,982)       (384)         (4)      (1,874)      (1,088)
                                                     -----------  -----------  ----------  ----------  -----------  ----------- 

 Net increase (decrease) in net assets resulting                                                                                
   from contractowner transactions..................   2,240,888   23,311,420   3,921,463   1,516,671    6,283,897   13,184,817 
                                                     -----------  -----------  ----------  ----------  -----------  ----------- 

 Net increase (decrease) in amount retained by AXA                                                                              
   Equitable in Separate Account No. 70.............          --        1,003         191      13,802           --       34,999 
                                                     -----------  -----------  ----------  ----------  -----------  ----------- 

NET INCREASE (DECREASE) IN NET ASSETS...............   2,561,851   22,503,561   4,320,764   1,466,575    7,104,308   16,727,315 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD...........  22,503,561           --   1,466,575          --   19,080,909    2,353,594 
                                                     -----------  -----------  ----------  ----------  -----------  ----------- 

NET ASSETS -- END OF YEAR OR PERIOD................. $25,065,412  $22,503,561  $5,787,339  $1,466,575  $26,185,217  $19,080,909 
                                                     ===========  ===========  ==========  ==========  ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                                       
UNIT ACTIVITY CLASS A                                                                                                           
 Issued.............................................          --           --          --          --          572          696 
 Transferred from Separate Account No. 49...........          --           --          --          --           --          309 
 Redeemed...........................................          --           --          --          --         (384)        (194)
                                                     -----------  -----------  ----------  ----------  -----------  ----------- 
 Net Increase (Decrease)............................          --           --          --          --          188          811 
                                                     ===========  ===========  ==========  ==========  ===========  =========== 

UNIT ACTIVITY CLASS B                                                                                                           
 Issued.............................................         350          761         506         211          260            3 
 Transferred from Separate Account No. 49...........          --        1,489          --          --           --           -- 
 Redeemed...........................................        (153)        (370)       (136)        (59)         (14)          -- 
                                                     -----------  -----------  ----------  ----------  -----------  ----------- 
 Net Increase (Decrease)............................         197        1,880         370         152          246            3 
                                                     ===========  ===========  ==========  ==========  ===========  =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(b)Units were made available on February 19, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                    EQ/T. ROWE PRICE GROWTH      EQ/UBS GROWTH &       EQ/WELLS FARGO OMEGA   
                                                           STOCK*(A)               INCOME*(A)               GROWTH*(A)        
                                                   ------------------------  ----------------------  ------------------------ 
                                                       2014         2013        2014        2013         2014         2013    
                                                   -----------  -----------  ----------  ----------  -----------  ----------- 
                                                                                                                              
INCREASE (DECREASE) IN NET ASSETS                                                                                             
FROM OPERATIONS:                                                                                                              
 Net investment income (loss)..................... $(1,025,080) $  (600,473) $  (45,573) $  (16,542) $(1,263,609) $  (747,666)
 Net realized gain (loss) on investments..........   2,716,127    1,593,689     287,937     125,556   11,546,663   17,385,225 
 Net change in unrealized appreciation                                                                                        
   (depreciation) of investments..................   3,466,036   12,106,835     392,244     983,223   (8,048,207)     (28,834)
                                                   -----------  -----------  ----------  ----------  -----------  ----------- 

 Net Increase (decrease) in net assets resulting                                                                              
   from operations................................   5,157,083   13,100,051     634,608   1,092,237    2,234,847   16,608,725 
                                                   -----------  -----------  ----------  ----------  -----------  ----------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                             
 Payments received from contractowners............  21,579,775   14,185,525     781,698   1,550,193   21,838,609   22,699,799 
 Transfers from Separate Account No. 49...........          --   23,349,236          --   2,750,945           --   23,145,639 
 Transfers between Variable Investment Options                                                                                
   including guaranteed interest account, net.....   4,758,199    2,742,026    (272,791)   (340,106)    (787,952)   7,392,742 
 Redemptions for contract benefits and                                                                                        
   terminations...................................  (2,296,841)  (1,098,783)   (212,173)    (79,350)  (2,509,733)  (1,169,857)
 Contract maintenance charges.....................    (252,379)    (172,208)   (107,086)    (64,938)    (236,456)    (171,621)
                                                   -----------  -----------  ----------  ----------  -----------  ----------- 

 Net increase (decrease) in net assets resulting                                                                              
   from contractowner transactions................  23,788,754   39,005,796     189,648   3,816,744   18,304,468   51,896,702 
                                                   -----------  -----------  ----------  ----------  -----------  ----------- 

 Net increase (decrease) in amount retained by                                                                                
   AXA Equitable in Separate Account No. 70.......         999          999          --         500          250        2,000 
                                                   -----------  -----------  ----------  ----------  -----------  ----------- 

NET INCREASE (DECREASE) IN NET ASSETS.............  28,946,836   52,106,846     824,256   4,909,481   20,539,565   68,507,427 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........  57,691,534    5,584,688   4,909,481          --   76,479,313    7,971,886 
                                                   -----------  -----------  ----------  ----------  -----------  ----------- 

NET ASSETS -- END OF YEAR OR PERIOD............... $86,638,370  $57,691,534  $5,733,737  $4,909,481  $97,018,878  $76,479,313 
                                                   ===========  ===========  ==========  ==========  ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                                     
UNIT ACTIVITY CLASS A                                                                                                         
 Issued...........................................       1,357        1,096          --          --           --           -- 
 Transferred from Separate Account No. 49.........          --        1,130          --          --           --           -- 
 Redeemed.........................................        (364)        (245)         --          --           --           -- 
                                                   -----------  -----------  ----------  ----------  -----------  ----------- 
 Net Increase (Decrease)..........................         993        1,981          --          --           --           -- 
                                                   ===========  ===========  ==========  ==========  ===========  =========== 

UNIT ACTIVITY CLASS B                                                                                                         
 Issued...........................................         793          384         245         319        1,930        2,805 
 Transferred from Separate Account No. 49.........          --          734          --         675           --        2,020 
 Redeemed.........................................        (311)        (185)       (155)       (124)        (677)        (450)
                                                   -----------  -----------  ----------  ----------  -----------  ----------- 
 Net Increase (Decrease)..........................         482          933          90         870        1,253        4,375 
                                                   ===========  ===========  ==========  ==========  ===========  =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                                               FIDELITY(R) VIP ASSET 
                                                      FEDERATED HIGH         FEDERATED            MANAGER: GROWTH    
                                                   INCOME BOND FUND II(C) KAUFMANN FUND II(C)      PORTFOLIO(A)      
                                                   --------------------   ------------------- ---------------------- 
                                                      2014        2013      2014       2013      2014        2013    
                                                   ----------   --------   --------   ------  ----------  ---------- 
                                                                                                                     
INCREASE (DECREASE) IN NET ASSETS                                                                                    
FROM OPERATIONS:                                                                                                     
 Net investment income (loss)..................... $   44,993   $    (29) $ (3,145)   $   --  $   (9,831) $   (7,828)
 Net realized gain (loss) on investments..........     (4,417)        --    11,182        --     109,976      25,175 
 Net change in unrealized appreciation                                                                               
   (depreciation) of investments..................   (101,127)       213    22,586        32     (50,634)    178,917 
                                                   ----------   --------   --------   ------  ----------  ---------- 
 Net Increase (decrease) in net assets resulting                                                                     
   from operations................................    (60,551)       184    30,623        32      49,511     196,264 
                                                   ----------   --------   --------   ------  ----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                    
 Payments received from contractowners............  4,582,638    107,185   538,292     5,376      22,732      46,967 
 Transfers from Separate Account No. 49...........         --         --        --        --          --     956,171 
 Transfers between Variable Investment Options                                                                       
   including guaranteed interest account, net.....    884,129        500   189,543        --     (30,957)     14,172 
 Redemptions for contract benefits and                                                                               
   terminations...................................   (187,007)        --    (2,625)       --    (261,607)    (67,098)
 Contract maintenance charges.....................         --         --        --        --        (229)       (273)
                                                   ----------   --------   --------   ------  ----------  ---------- 

 Net increase (decrease) in net assets resulting                                                                     
   from contractowner transactions................  5,279,760    107,685   725,210     5,376    (270,061)    949,939 
                                                   ----------   --------   --------   ------  ----------  ---------- 

 Net increase (decrease) in amount retained by                                                                       
   AXA Equitable in Separate Account No. 70.......        (10)        11        --        --          --         252 
                                                   ----------   --------   --------   ------  ----------  ---------- 

NET INCREASE (DECREASE) IN NET ASSETS.............  5,219,199    107,880   755,833     5,408    (220,550)  1,146,455 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........    107,880         --     5,408        --   1,146,455          -- 
                                                   ----------   --------   --------   ------  ----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD............... $5,327,079   $107,880  $761,241    $5,408  $  925,905  $1,146,455 
                                                   ==========   ========   ========   ======  ==========  ========== 

CHANGES IN UNITS (000'S):                                                                                            
UNIT ACTIVITY SERVICE CLASS                                                                                          
 Issued...........................................        525         11        65         1          --          -- 
 Redeemed.........................................        (13)        --        --        --          --          -- 
                                                   ----------   --------   --------   ------  ----------  ---------- 
 Net Increase (Decrease)..........................        512         11        65         1          --          -- 
                                                   ==========   ========   ========   ======  ==========  ========== 
UNIT ACTIVITY SERVICE CLASS 2                                                                                        
 Issued...........................................         --         --        --        --           9          11 
 Transferred from Separate Account No. 49.........         --         --        --        --          --          78 
 Redeemed.........................................         --         --        --        --         (29)        (10)
                                                   ----------   --------   --------   ------  ----------  ---------- 
 Net Increase (Decrease)..........................         --         --        --        --         (20)         79 
                                                   ==========   ========   ========   ======  ==========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                   FIDELITY(R) VIP CONTRAFUND(R) FIDELITY(R) VIP FREEDOM FIDELITY(R) VIP FREEDOM
                                                          PORTFOLIO(A)            2015 PORTFOLIO(A)       2020 PORTFOLIO(A)     
                                                   ----------------------------  ----------------------  ---------------------- 
                                                       2014            2013         2014        2013       2014        2013     
                                                    ------------   -----------    ---------   --------    --------    --------  
                                                                                                                                
INCREASE (DECREASE) IN NET ASSETS                                                                                               
FROM OPERATIONS:                                                                                                                
 Net investment income (loss)..................... $   (499,531)   $  (246,261)  $  (1,440)   $    916   $   (573)   $  1,282   
 Net realized gain (loss) on investments..........    4,854,793      1,530,584      41,147      33,470     29,534      18,879   
 Net change in unrealized appreciation                                                                                          
   (depreciation) of investments..................    4,301,060     12,642,136     (10,486)     63,408     (6,699)     71,533   
                                                    ------------   -----------    ---------   --------    --------    --------  

 Net Increase (decrease) in net assets resulting                                                                                
   from operations................................    8,656,322     13,926,459      29,221      97,794     22,262      91,694   
                                                    ------------   -----------    ---------   --------    --------    --------  

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                               
 Payments received from contractowners............   25,602,106     18,649,310       3,365       2,840      4,161      32,775   
 Transfers from Separate Account No. 49...........           --     30,990,000          --     744,899         --     685,807   
 Transfers between Variable Investment Options                                                                                  
   including guaranteed interest account, net.....    2,693,295      3,405,909     (63,803)    137,170    (12,243)    (55,168)  
 Redemptions for contract benefits and                                                                                          
   terminations...................................   (3,005,557)    (1,358,951)    (47,260)    (78,648)   (59,326)     (7,697)  
 Contract maintenance charges.....................      (11,934)        (8,534)        (79)        (30)      (213)       (268)  
                                                    ------------   -----------    ---------   --------    --------    --------  

 Net increase (decrease) in net assets resulting                                                                                
   from contractowner transactions................   25,277,910     51,677,734    (107,777)    806,231    (67,621)    655,449   
                                                    ------------   -----------    ---------   --------    --------    --------  

 Net increase (decrease) in amount retained by                                                                                  
   AXA Equitable in Separate Account No. 70.......        2,124             --          --         250         --         248   
                                                    ------------   -----------    ---------   --------    --------    --------  

NET INCREASE (DECREASE) IN NET ASSETS.............   33,936,356     65,604,193     (78,556)    904,275    (45,359)    747,391   
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........   73,474,285      7,870,092     904,275          --    747,391          --   
                                                    ------------   -----------    ---------   --------    --------    --------  

NET ASSETS -- END OF YEAR OR PERIOD............... $107,410,641    $73,474,285   $ 825,719    $904,275   $702,032    $747,391   
                                                    ============   ===========    =========   ========    ========    ========  

CHANGES IN UNITS (000'S):                                                                                                       
UNIT ACTIVITY SERVICE CLASS 2                                                                                                   
 Issued...........................................        2,145          1,707           3          30          1          11   
 Transferred from Separate Account No. 49.........           --          2,364          --          70         --          65   
 Redeemed.........................................         (505)          (319)        (13)        (23)        (7)        (14)  
                                                    ------------   -----------    ---------   --------    --------    --------  
 Net Increase (Decrease)..........................        1,640          3,752         (10)         77         (6)         62   
                                                    ============   ===========    =========   ========    ========    ========  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                           FIDELITY(R) VIP     FIDELITY(R) VIP                            
                                                            FREEDOM 2025        FREEDOM 2030      FIDELITY(R) VIP MID CAP 
                                                            PORTFOLIO(A)        PORTFOLIO(A)           PORTFOLIO(A)       
                                                         ------------------  ------------------  ------------------------ 
                                                           2014      2013      2014      2013        2014         2013    
                                                         --------  --------  --------  --------  -----------  ----------- 
                                                                                                                          
INCREASE (DECREASE) IN NET ASSETS                                                                                         
FROM OPERATIONS:                                                                                                          
 Net investment income (loss)........................... $    348  $  3,701  $  2,344  $  1,609  $  (547,638) $  (254,948)
 Net realized gain (loss) on investments................   40,673    17,237    26,889    14,740    1,291,443    4,060,553 
 Net change in unrealized appreciation (depreciation)                                                                     
   of investments.......................................   (8,702)   96,913    (4,445)   72,065    1,153,969    2,904,876 
                                                         --------  --------  --------  --------  -----------  ----------- 
 Net Increase (decrease) in net assets resulting from                                                                     
   operations...........................................   32,319   117,851    24,788    88,414    1,897,774    6,710,481 
                                                         --------  --------  --------  --------  -----------  ----------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                         
 Payments received from contractowners..................   18,054    49,010     1,600     2,131   13,251,177    9,540,072 
 Transfers from Separate Account No. 49.................       --   359,408        --   321,492           --   12,720,867 
 Transfers between Variable Investment Options                                                                            
   including guaranteed interest account, net...........  (20,700)  387,809   213,640   221,448    1,674,854      731,450 
 Redemptions for contract benefits and terminations.....  (19,910)   (7,277)  (14,537)  (19,243)  (1,208,914)    (708,216)
 Contract maintenance charges...........................     (270)     (280)      (83)      (90)      (5,246)      (3,476)
                                                         --------  --------  --------  --------  -----------  ----------- 

 Net increase (decrease) in net assets resulting from                                                                     
   contractowner transactions...........................  (22,826)  788,670   200,620   525,738   13,711,871   22,280,697 
                                                         --------  --------  --------  --------  -----------  ----------- 

 Net increase (decrease) in amount retained by AXA                                                                        
   Equitable in Separate Account No. 70.................       --       250        --       250           --           -- 
                                                         --------  --------  --------  --------  -----------  ----------- 

NET INCREASE (DECREASE) IN NET ASSETS...................    9,493   906,771   225,408   614,402   15,609,645   28,991,178 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD...............  906,771        --   614,402        --   31,759,250    2,768,072 
                                                         --------  --------  --------  --------  -----------  ----------- 

NET ASSETS -- END OF YEAR OR PERIOD..................... $916,264  $906,771  $839,810  $614,402  $47,368,895  $31,759,250 
                                                         ========  ========  ========  ========  ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                                 
UNIT ACTIVITY SERVICE CLASS 2                                                                                             
 Issued.................................................        4        43        20        26        1,142          908 
 Transferred from Separate Account No. 49...............       --        34        --        31           --          994 
 Redeemed...............................................       (7)       (4)       (5)       (8)        (240)        (260)
                                                         --------  --------  --------  --------  -----------  ----------- 
 Net Increase (Decrease)................................       (3)       73        15        49          902        1,642 
                                                         ========  ========  ========  ========  ===========  =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                   FIDELITY(R) VIP STRATEGIC    FIRST TRUST MULTI     FIRST TRUST/DOW JONES 
                                                            INCOME                   INCOME             DIVIDEND & INCOME   
                                                         PORTFOLIO(A)        ALLOCATION PORTFOLIO(E)  ALLOCATION PORTFOLIO  
                                                   ------------------------  ----------------------- ---------------------- 
                                                       2014         2013              2014              2014        2013    
                                                   -----------  -----------  ----------------------- ----------  ---------- 
                                                                                                                            
INCREASE (DECREASE) IN NET ASSETS                                                                                           
FROM OPERATIONS:                                                                                                            
 Net investment income (loss)..................... $   930,445  $   952,033         $  1,609         $  (27,710) $    5,281 
 Net realized gain (loss) on investments..........     511,456      197,986           (2,743)            63,583      85,852 
 Net change in unrealized appreciation                                                                                      
   (depreciation) of investments..................    (925,815)  (1,674,429)           4,244            534,137      86,342 
                                                   -----------  -----------         --------         ----------  ---------- 
 Net Increase (decrease) in net assets resulting                                                                            
   from operations................................     516,086     (524,410)           3,110            570,010     177,475 
                                                   -----------  -----------         --------         ----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                           
 Payments received from contractowners............  18,517,668   10,573,458          247,095          4,154,595   1,444,130 
 Transfers from Separate Account No. 49...........          --   24,500,985               --                 --          -- 
 Transfers between Variable Investment Options                                                                              
   including guaranteed interest account, net.....   1,167,617   (2,908,344)         309,846          1,467,711   1,540,108 
 Redemptions for contract benefits and                                                                                      
   terminations...................................  (1,857,673)  (1,225,008)          (2,025)          (200,114)    (40,904)
 Contract maintenance charges.....................      (4,512)      (3,654)              --               (437)        (60)
                                                   -----------  -----------         --------         ----------  ---------- 

 Net increase (decrease) in net assets resulting                                                                            
   from contractowner transactions................  17,823,100   30,937,437          554,916          5,421,755   2,943,274 
                                                   -----------  -----------         --------         ----------  ---------- 

 Net increase (decrease) in amount retained by                                                                              
   AXA Equitable in Separate Account No. 70.......          --           --               53                 65          85 
                                                   -----------  -----------         --------         ----------  ---------- 

NET INCREASE (DECREASE) IN NET ASSETS.............  18,339,186   30,413,027          558,079          5,991,830   3,120,834 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........  36,494,190    6,081,163               --          3,696,214     575,380 
                                                   -----------  -----------         --------         ----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD............... $54,833,376  $36,494,190         $558,079         $9,688,044  $3,696,214 
                                                   ===========  ===========         ========         ==========  ========== 

CHANGES IN UNITS (000'S):                                                                                                   
UNIT ACTIVITY CLASS I SHARES                                                                                                
 Issued...........................................          --           --               67                580         331 
 Redeemed.........................................          --           --              (13)              (109)        (62)
                                                   -----------  -----------         --------         ----------  ---------- 
 Net Increase (Decrease)..........................          --           --               54                471         269 
                                                   ===========  ===========         ========         ==========  ========== 
UNIT ACTIVITY SERVICE CLASS 2                                                                                               
 Issued...........................................       2,163        1,222               --                 --          -- 
 Transferred from Separate Account No. 49.........          --        2,015               --                 --          -- 
 Redeemed.........................................        (561)        (691)              --                 --          -- 
                                                   -----------  -----------         --------         ----------  ---------- 
 Net Increase (Decrease)..........................       1,602        2,546               --                 --          -- 
                                                   ===========  ===========         ========         ==========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(e)Units were made available for sale on June 13, 2014.                         

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                                               FRANKLIN FOUNDING    
                                                                                              FUNDS ALLOCATION VIP  
                                                                                                    FUND(A)         
                                                                                            ----------------------- 
                                                                                                2014        2013    
                                                                                            -----------  ---------- 
                                                                                                                    
INCREASE (DECREASE) IN NET ASSETS                                                                                   
FROM OPERATIONS:                                                                                                    
  Net investment income (loss)............................................................. $   199,145  $  553,232 
  Net realized gain (loss) on investments..................................................    (137,922)    697,340 
  Net change in unrealized appreciation (depreciation) of investments......................    (178,600)   (263,540)
                                                                                            -----------  ---------- 

  Net Increase (decrease) in net assets resulting from operations..........................    (117,377)    987,032 
                                                                                            -----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                   
  Payments received from contractowners....................................................   8,312,988   2,525,105 
  Transfers from Separate Account No. 49...................................................          --   1,848,213 
  Transfers between Variable Investment Options including guaranteed interest account, net.   2,860,920   3,594,371 
  Redemptions for contract benefits and terminations.......................................    (805,865)   (140,294)
  Contract maintenance charges.............................................................      (1,104)       (639)
                                                                                            -----------  ---------- 

  Net increase (decrease) in net assets resulting from contractowner transactions..........  10,366,939   7,826,756 
                                                                                            -----------  ---------- 

  Net increase (decrease) in amount retained by AXA Equitable in Separate Account No. 70...          --         (13)
                                                                                            -----------  ---------- 

NET INCREASE (DECREASE) IN NET ASSETS......................................................  10,249,562   8,813,775 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD..................................................   9,134,970     321,195 
                                                                                            -----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD........................................................ $19,384,532  $9,134,970 
                                                                                            ===========  ========== 

CHANGES IN UNITS (000'S):                                                                                           
UNIT ACTIVITY CLASS 2                                                                                               
  Issued...................................................................................       1,084         608 
  Transferred from Separate Account No. 49.................................................          --         158 
  Redeemed.................................................................................        (285)       (152)
                                                                                            -----------  ---------- 
  Net Increase (Decrease)..................................................................         799         614 
                                                                                            ===========  ========== 
                                                        [Enlarge/Download Table]


                                                                                                 FRANKLIN INCOME     
                                                                                                   VIP FUND(A)       
                                                                                            ------------------------ 
                                                                                                2014         2013    
                                                                                            -----------  ----------- 
                                                                                                                     
INCREASE (DECREASE) IN NET ASSETS                                                                                    
FROM OPERATIONS:                                                                                                     
  Net investment income (loss)............................................................. $ 1,590,737  $   918,613 
  Net realized gain (loss) on investments..................................................     507,957      169,405 
  Net change in unrealized appreciation (depreciation) of investments......................  (1,930,059)   1,234,779 
                                                                                            -----------  ----------- 

  Net Increase (decrease) in net assets resulting from operations..........................     168,635    2,322,797 
                                                                                            -----------  ----------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                    
  Payments received from contractowners....................................................  25,410,392    9,120,644 
  Transfers from Separate Account No. 49...................................................          --    9,654,829 
  Transfers between Variable Investment Options including guaranteed interest account, net.  13,521,835    5,898,278 
  Redemptions for contract benefits and terminations.......................................  (2,320,856)    (911,636)
  Contract maintenance charges.............................................................      (2,902)      (1,405)
                                                                                            -----------  ----------- 

  Net increase (decrease) in net assets resulting from contractowner transactions..........  36,608,469   23,760,710 
                                                                                            -----------  ----------- 

  Net increase (decrease) in amount retained by AXA Equitable in Separate Account No. 70...         701          998 
                                                                                            -----------  ----------- 

NET INCREASE (DECREASE) IN NET ASSETS......................................................  36,777,805   26,084,505 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD..................................................  29,986,330    3,901,825 
                                                                                            -----------  ----------- 

NET ASSETS -- END OF YEAR OR PERIOD........................................................ $66,764,135  $29,986,330 
                                                                                            ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                            
UNIT ACTIVITY CLASS 2                                                                                                
  Issued...................................................................................       3,400        1,632 
  Transferred from Separate Account No. 49.................................................          --          795 
  Redeemed.................................................................................        (431)        (538)
                                                                                            -----------  ----------- 
  Net Increase (Decrease)..................................................................       2,969        1,889 
                                                                                            ===========  =========== 
                                                        [Enlarge/Download Table]


                                                                                                 FRANKLIN MUTUAL     
                                                                                               SHARES VIP FUND(A)    
                                                                                            ------------------------ 
                                                                                                2014         2013    
                                                                                            -----------  ----------- 
                                                                                                                     
INCREASE (DECREASE) IN NET ASSETS                                                                                    
FROM OPERATIONS:                                                                                                     
  Net investment income (loss)............................................................. $    76,948  $    81,133 
  Net realized gain (loss) on investments..................................................     450,856      364,020 
  Net change in unrealized appreciation (depreciation) of investments......................      82,656    1,784,936 
                                                                                            -----------  ----------- 

  Net Increase (decrease) in net assets resulting from operations..........................     610,460    2,230,089 
                                                                                            -----------  ----------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                    
  Payments received from contractowners....................................................   2,397,016    1,937,689 
  Transfers from Separate Account No. 49...................................................          --    6,987,930 
  Transfers between Variable Investment Options including guaranteed interest account, net.     (89,215)    (782,020)
  Redemptions for contract benefits and terminations.......................................    (337,170)    (377,117)
  Contract maintenance charges.............................................................      (1,619)      (1,590)
                                                                                            -----------  ----------- 

  Net increase (decrease) in net assets resulting from contractowner transactions..........   1,969,012    7,764,892 
                                                                                            -----------  ----------- 

  Net increase (decrease) in amount retained by AXA Equitable in Separate Account No. 70...          --           -- 
                                                                                            -----------  ----------- 

NET INCREASE (DECREASE) IN NET ASSETS......................................................   2,579,472    9,994,981 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD..................................................  10,865,372      870,391 
                                                                                            -----------  ----------- 

NET ASSETS -- END OF YEAR OR PERIOD........................................................ $13,444,844  $10,865,372 
                                                                                            ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                            
UNIT ACTIVITY CLASS 2                                                                                                
  Issued...................................................................................         245          258 
  Transferred from Separate Account No. 49.................................................          --          593 
  Redeemed.................................................................................        (106)        (195)
                                                                                            -----------  ----------- 
  Net Increase (Decrease)..................................................................         139          656 
                                                                                            ===========  =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                        FRANKLIN RISING         FRANKLIN STRATEGIC         GOLDMAN SACHS VIT    
                                                     DIVIDENDS VIP FUND(B)      INCOME VIP FUND(A)       MID CAP VALUE FUND(A)  
                                                   ------------------------  ------------------------  ------------------------ 
                                                       2014         2013         2014         2013         2014         2013    
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 
                                                                                                                                
INCREASE (DECREASE) IN NET ASSETS                                                                                               
FROM OPERATIONS:                                                                                                                
 Net investment income (loss)..................... $   (38,043) $   (45,750) $ 1,830,216  $ 1,305,672  $  (134,967) $  (105,842)
 Net realized gain (loss) on investments..........     914,430      120,302      511,622      191,367    5,746,112    2,105,467 
 Net change in unrealized appreciation                                                                                          
   (depreciation) of investments..................   1,534,348    1,173,734   (2,473,435)  (1,028,260)  (2,947,657)   1,784,010 
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 

 Net Increase (decrease) in net assets resulting                                                                                
   from operations................................   2,410,735    1,248,286     (131,597)     468,779    2,663,488    3,783,635 
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                               
 Payments received from contractowners............  14,981,052    9,898,587   13,814,503   11,181,320    6,295,051    5,268,336 
 Transfers from Separate Account No. 49...........          --           --           --   16,964,343           --    8,239,902 
 Transfers between Variable Investment Options                                                                                  
   including guaranteed interest account, net.....   5,754,820    6,255,274    6,491,454    2,222,043    2,207,670      960,570 
 Redemptions for contract benefits and                                                                                          
   terminations...................................    (904,945)     (66,731)  (1,999,194)  (1,241,164)    (734,412)    (377,598)
 Contract maintenance charges.....................      (1,891)        (100)      (4,545)      (3,321)      (3,206)      (2,295)
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 

 Net increase (decrease) in net assets resulting                                                                                
   from contractowner transactions................  19,829,036   16,087,030   18,302,218   29,123,221    7,765,103   14,088,915 
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 

 Net increase (decrease) in amount retained by                                                                                  
   AXA Equitable in Separate Account No. 70.......       1,498          749           --           --           --        9,695 
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 

NET INCREASE (DECREASE) IN NET ASSETS.............  22,241,269   17,336,065   18,170,621   29,592,000   10,428,591   17,882,245 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........  17,336,065           --   34,362,266    4,770,266   19,680,121    1,797,876 
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 

NET ASSETS -- END OF YEAR OR PERIOD............... $39,577,334  $17,336,065  $52,532,887  $34,362,266  $30,108,712  $19,680,121 
                                                   ===========  ===========  ===========  ===========  ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                                       
UNIT ACTIVITY CLASS 2                                                                                                           
 Issued...........................................       2,051        1,581        1,811        1,491           --           -- 
 Transferred from Separate Account No. 49.........          --           --           --        1,359           --           -- 
 Redeemed.........................................        (331)        (124)        (395)        (529)          --           -- 
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 
 Net Increase (Decrease)..........................       1,720        1,457        1,416        2,321           --           -- 
                                                   ===========  ===========  ===========  ===========  ===========  =========== 

UNIT ACTIVITY SERVICE SHARES                                                                                                    
 Issued...........................................          --           --           --           --          604          558 
 Transferred from Separate Account No. 49.........          --           --           --           --           --          597 
 Redeemed.........................................          --           --           --           --         (200)        (196)
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 
 Net Increase (Decrease)..........................          --           --           --           --          404          959 
                                                   ===========  ===========  ===========  ===========  ===========  =========== 

-----------                                                                     
Theaccompanying notes are an integral part of these financial statements.       
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(b)Units were made available on February 19, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                             GUGGENHEIM VT                            HARTFORD     HARTFORD   
                                                                 GLOBAL             GUGGENHEIM        CAPITAL       GROWTH    
                                                            MANAGED FUTURES       VT MULTI-HEDGE    APPRECIATION OPPORTUNITIES
                                                            STRATEGY FUND(A)    STRATEGIES FUND(A)  HLS FUND(E)   HLS FUND(E) 
                                                         ---------------------  ------------------  ------------ -------------
                                                            2014        2013      2014      2013        2014         2014     
                                                         ----------  ---------  --------  --------  ------------ -------------
                                                                                                                              
INCREASE (DECREASE) IN NET ASSETS                                                                                             
FROM OPERATIONS:                                                                                                              
 Net investment income (loss)........................... $  (10,424) $  (8,227) $(11,029) $(10,106)  $    6,357   $   (3,426) 
 Net realized gain (loss) on investments................     (6,829)   (33,793)    1,715    (6,278)      39,298       24,514  
 Net change in unrealized appreciation (depreciation)                                                                         
   of investments.......................................    127,332     48,936    34,499    20,152      (29,020)      25,244  
                                                         ----------  ---------  --------  --------   ----------   ----------  

 Net Increase (decrease) in net assets resulting from                                                                         
   operations...........................................    110,079      6,916    25,185     3,768       16,635       46,332  
                                                         ----------  ---------  --------  --------   ----------   ----------  

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                             
 Payments received from contractowners..................    281,024     77,573     7,703    21,312      951,653    1,031,074  
 Transfers from Separate Account No. 49.................         --    646,284        --   564,889           --           --  
 Transfers between Variable Investment Options                                                                                
   including guaranteed interest account, net...........    258,428   (107,350)   26,087   195,664      760,176      529,261  
 Redemptions for contract benefits and terminations.....    (49,496)   (19,680)  (13,117)  (17,425)      (1,189)      (4,304) 
 Contract maintenance charges...........................        (67)       (80)     (101)      (86)          (3)          (1) 
                                                         ----------  ---------  --------  --------   ----------   ----------  

 Net increase (decrease) in net assets resulting from                                                                         
   contractowner transactions...........................    489,889    596,747    20,572   764,354    1,710,637    1,556,030  
                                                         ----------  ---------  --------  --------   ----------   ----------  

 Net increase (decrease) in amount retained by AXA                                                                            
   Equitable in Separate Account No. 70.................         --        251        --        --           --        1,351  
                                                         ----------  ---------  --------  --------   ----------   ----------  

NET INCREASE (DECREASE) IN NET ASSETS...................    599,968    603,914    45,757   768,122    1,727,272    1,603,713  
NET ASSETS -- BEGINNING OF YEAR OR PERIOD...............    603,914         --   768,122        --           --           --  
                                                         ----------  ---------  --------  --------   ----------   ----------  

NET ASSETS -- END OF YEAR OR PERIOD..................... $1,203,882  $ 603,914  $813,879  $768,122   $1,727,272   $1,603,713  
                                                         ==========  =========  ========  ========   ==========   ==========  

CHANGES IN UNITS (000'S):                                                                                                     
UNIT ACTIVITY CLASS IC                                                                                                        
 Issued.................................................         --         --        --        --          174          155  
 Redeemed...............................................         --         --        --        --           (3)          (6) 
                                                         ----------  ---------  --------  --------   ----------   ----------  
 Net Increase (Decrease)................................         --         --        --        --          171          149  
                                                         ==========  =========  ========  ========   ==========   ==========  

UNIT ACTIVITY COMMON SHARES                                                                                                   
 Issued.................................................         61         19        13        61           --           --  
 Transferred from Separate Account No. 49...............         --         82        --        60           --           --  
 Redeemed...............................................        (14)       (26)      (10)      (40)          --           --  
                                                         ----------  ---------  --------  --------   ----------   ----------  
 Net Increase (Decrease)................................         47         75         3        81           --           --  
                                                         ==========  =========  ========  ========   ==========   ==========  

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(e)Units were made available for sale on June 13, 2014.                         

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                              INVESCO V.I.           INVESCO V.I.            INVESCO V.I.       
                                                           AMERICAN FRANCHISE        BALANCED-RISK            DIVERSIFIED       
                                                                 FUND(A)          ALLOCATION FUND(C)       DIVIDEND FUND(A)     
                                                         ----------------------  --------------------  ------------------------ 
                                                            2014        2013        2014       2013        2014         2013    
                                                         ----------  ----------  ----------  --------  -----------  ----------- 
                                                                                                                                
INCREASE (DECREASE) IN NET ASSETS                                                                                               
FROM OPERATIONS:                                                                                                                
 Net investment income (loss)........................... $   (9,329) $   (6,418) $  (20,839) $   (414) $    22,638  $    67,528 
 Net realized gain (loss) on investments................    208,528      18,158     133,817        (2)     499,317      589,600 
 Net change in unrealized appreciation (depreciation)                                                                           
   of investments.......................................   (178,311)    165,783     (72,210)    3,285      851,821      889,388 
                                                         ----------  ----------  ----------  --------  -----------  ----------- 

 Net Increase (decrease) in net assets resulting from                                                                           
   operations...........................................     20,888     177,523      40,768     2,869    1,373,776    1,546,516 
                                                         ----------  ----------  ----------  --------  -----------  ----------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                               
 Payments received from contractowners..................     18,978       3,650   1,828,998   445,251    3,971,339    3,031,962 
 Transfers from Separate Account No. 49.................         --     388,492          --        --           --    2,186,458 
 Transfers between Variable Investment Options                                                                                  
   including guaranteed interest account, net...........   (598,847)    483,949     672,890        --    1,110,562    2,838,700 
 Redemptions for contract benefits and terminations.....    (10,184)    (10,845)    (72,726)       --     (374,002)    (177,057)
 Contract maintenance charges...........................        (85)        (61)         --        --       (1,489)        (727)
                                                         ----------  ----------  ----------  --------  -----------  ----------- 

 Net increase (decrease) in net assets resulting from                                                                           
   contractowner transactions...........................   (590,138)    865,185   2,429,162   445,251    4,706,410    7,879,336 
                                                         ----------  ----------  ----------  --------  -----------  ----------- 

 Net increase (decrease) in amount retained by AXA                                                                              
   Equitable in Separate Account No. 70.................    (18,875)         --          --        25        1,501          999 
                                                         ----------  ----------  ----------  --------  -----------  ----------- 

NET INCREASE (DECREASE) IN NET ASSETS...................   (588,125)  1,042,708   2,469,930   448,145    6,081,687    9,426,851 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD...............  1,042,708          --     448,145        --   10,334,393      907,542 
                                                         ----------  ----------  ----------  --------  -----------  ----------- 

NET ASSETS -- END OF YEAR OR PERIOD..................... $  454,583  $1,042,708  $2,918,075  $448,145  $16,416,080  $10,334,393 
                                                         ==========  ==========  ==========  ========  ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                                       
UNIT ACTIVITY SERIES II                                                                                                         
 Issued.................................................         32          33         248        46          457          611 
 Transferred from Separate Account No. 49...............         --          27          --        --           --          179 
 Redeemed...............................................        (63)         (6)         (9)       --         (166)        (195)
                                                         ----------  ----------  ----------  --------  -----------  ----------- 
 Net Increase (Decrease)................................        (31)         54         239        46          291          595 
                                                         ==========  ==========  ==========  ========  ===========  =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                        INVESCO V.I. GLOBAL INVESCO V.I. GLOBAL REAL   INVESCO V.I. HIGH YIELD 
                                                        HEALTH CARE FUND(C)      ESTATE FUND(A)                FUND(A)         
                                                        ------------------  ------------------------  ------------------------ 
                                                           2014      2013       2014         2013         2014         2013    
                                                        ----------  ------  -----------  -----------  -----------  ----------- 
                                                                                                                               
INCREASE (DECREASE) IN NET ASSETS                                                                                              
FROM OPERATIONS:                                                                                                               
 Net investment income (loss).......................... $   (6,959) $   (1) $    44,800  $ 1,047,504  $   748,676  $   416,681 
 Net realized gain (loss) on investments...............    (30,825)     --      571,814      594,006      102,692      198,666 
 Net change in unrealized appreciation (depreciation)                                                                          
   of investments......................................     51,410      24    5,846,284   (1,674,216)  (1,077,208)    (122,639)
                                                        ----------  ------  -----------  -----------  -----------  ----------- 

 Net Increase (decrease) in net assets resulting from                                                                          
   operations..........................................     13,626      23    6,462,898      (32,706)    (225,840)     492,708 
                                                        ----------  ------  -----------  -----------  -----------  ----------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                              
 Payments received from contractowners.................    756,384   2,360   14,487,959   11,932,677   11,142,844    5,447,051 
 Transfers from Separate Account No. 49................         --      --           --   25,033,843           --    4,476,111 
 Transfers between Variable Investment Options                                                                                 
   including guaranteed interest account, net..........    281,126      --    2,768,738    4,570,788    1,873,268      431,694 
 Redemptions for contract benefits and terminations....    (17,154)     --   (1,753,746)  (1,154,508)    (814,743)    (302,086)
 Contract maintenance charges..........................         --      --       (7,215)      (5,741)      (1,881)      (1,180)
                                                        ----------  ------  -----------  -----------  -----------  ----------- 

 Net increase (decrease) in net assets resulting from                                                                          
   contractowner transactions..........................  1,020,356   2,360   15,495,736   40,377,059   12,199,488   10,051,590 
                                                        ----------  ------  -----------  -----------  -----------  ----------- 

 Net increase (decrease) in amount retained by AXA                                                                             
   Equitable in Separate Account No. 70................     10,000      --           --        1,499          400           -- 
                                                        ----------  ------  -----------  -----------  -----------  ----------- 

NET INCREASE (DECREASE) IN NET ASSETS..................  1,043,982   2,383   21,958,634   40,345,852   11,974,048   10,544,298 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD..............      2,383      --   46,151,372    5,805,520   13,370,440    2,826,142 
                                                        ----------  ------  -----------  -----------  -----------  ----------- 

NET ASSETS -- END OF YEAR OR PERIOD.................... $1,046,365  $2,383  $68,110,006  $46,151,372  $25,344,488  $13,370,440 
                                                        ==========  ======  ===========  ===========  ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                                      
UNIT ACTIVITY SERIES II                                                                                                        
 Issued................................................        170      --        1,407        1,343        1,387          775 
 Transferred from Separate Account No. 49..............         --      --           --        1,830           --          401 
 Redeemed..............................................        (87)     --         (270)        (246)        (283)        (289)
                                                        ----------  ------  -----------  -----------  -----------  ----------- 
 Net Increase (Decrease)...............................         83      --        1,137        2,927        1,104          887 
                                                        ==========  ======  ===========  ===========  ===========  =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                           INVESCO V.I.                                                        
                                                       INTERNATIONAL GROWTH     INVESCO V.I. MID CAP      INVESCO V.I. SMALL   
                                                              FUND(A)            CORE EQUITY FUND(A)      CAP EQUITY FUND(A)   
                                                     ------------------------  ----------------------  ----------------------- 
                                                         2014         2013        2014        2013         2014        2013    
                                                     -----------  -----------  ----------  ----------  -----------  ---------- 
                                                                                                                               
INCREASE (DECREASE) IN NET ASSETS                                                                                              
FROM OPERATIONS:                                                                                                               
 Net investment income (loss)....................... $    29,723  $   (60,342) $ (112,138) $  (46,360) $  (103,728) $  (73,605)
 Net realized gain (loss) on investments............     651,290      329,790   1,117,920     641,403    1,420,594     511,785 
 Net change in unrealized appreciation                                                                                         
   (depreciation) of investments....................  (1,255,617)   3,007,638    (822,807)    657,660   (1,179,031)  1,074,673 
                                                     -----------  -----------  ----------  ----------  -----------  ---------- 

 Net Increase (decrease) in net assets resulting                                                                               
   from operations..................................    (574,604)   3,277,086     182,975   1,252,703      137,835   1,512,853 
                                                     -----------  -----------  ----------  ----------  -----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                              
 Payments received from contractowners..............   9,996,391    5,640,291   2,688,647   1,771,808    2,281,720   1,135,991 
 Transfers from Separate Account No. 49.............          --   12,411,982          --   3,257,234           --   3,222,606 
 Transfers between Variable Investment Options                                                                                 
   including guaranteed interest account, net.......     841,855    2,338,982    (203,210)    124,699      (88,469)    226,426 
 Redemptions for contract benefits and terminations.    (798,042)    (499,077)   (275,364)   (178,006)    (309,652)   (171,976)
 Contract maintenance charges.......................      (3,790)      (2,853)     (1,149)       (918)        (763)       (631)
                                                     -----------  -----------  ----------  ----------  -----------  ---------- 

 Net increase (decrease) in net assets resulting                                                                               
   from contractowner transactions..................  10,036,414   19,889,325   2,208,924   4,974,817    1,882,836   4,412,416 
                                                     -----------  -----------  ----------  ----------  -----------  ---------- 

 Net increase (decrease) in amount retained by AXA                                                                             
   Equitable in Separate Account No. 70.............         750          985         160         143           --          -- 
                                                     -----------  -----------  ----------  ----------  -----------  ---------- 

NET INCREASE (DECREASE) IN NET ASSETS...............   9,462,560   23,167,396   2,392,059   6,227,663    2,020,671   5,925,269 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD...........  26,204,107    3,036,711   6,921,925     694,262    6,435,827     510,558 
                                                     -----------  -----------  ----------  ----------  -----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD................. $35,666,667  $26,204,107  $9,313,984  $6,921,925  $ 8,456,498  $6,435,827 
                                                     ===========  ===========  ==========  ==========  ===========  ========== 

CHANGES IN UNITS (000'S):                                                                                                      
UNIT ACTIVITY SERIES II                                                                                                        
 Issued.............................................       1,058          748         218         244          340         167 
 Transferred from Separate Account No. 49...........          --        1,047          --         278           --         219 
 Redeemed...........................................        (291)        (161)        (73)       (116)        (212)        (97)
                                                     -----------  -----------  ----------  ----------  -----------  ---------- 
 Net Increase (Decrease)............................         767        1,634         145         406          128         289 
                                                     ===========  ===========  ==========  ==========  ===========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                      IVY FUNDS VIP ASSET     IVY FUNDS VIP DIVIDEND         IVY FUNDS VIP      
                                                          STRATEGY(A)            OPPORTUNITIES(A)              ENERGY(A)        
                                                   ------------------------  ------------------------  ------------------------ 
                                                       2014         2013         2014         2013         2014         2013    
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 
                                                                                                                                
INCREASE (DECREASE) IN NET ASSETS                                                                                               
FROM OPERATIONS:                                                                                                                
 Net investment income (loss)..................... $  (485,775) $   (53,329) $   (48,284) $    11,646  $  (399,727) $  (222,502)
 Net realized gain (loss) on investments..........   6,897,889      582,295    1,585,286      490,435    1,722,680      171,498 
 Net change in unrealized appreciation                                                                                          
   (depreciation) of investments..................  (9,772,203)   5,700,162     (321,025)   2,364,600   (5,889,354)   3,374,815 
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 
 Net Increase (decrease) in net assets resulting                                                                                
   from operations................................  (3,360,089)   6,229,128    1,215,977    2,866,681   (4,566,401)   3,323,811 
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                               
 Payments received from contractowners............  16,209,382   14,385,584    1,774,639    1,686,745    8,588,130    4,623,997 
 Transfers from Separate Account No. 49...........          --   10,829,937           --    8,978,934           --    9,828,736 
 Transfers between Variable Investment Options                                                                                  
   including guaranteed interest account, net.....   2,283,136    4,609,971      154,908     (394,158)   5,708,762    1,662,992 
 Redemptions for contract benefits and                                                                                          
   terminations...................................  (1,516,954)    (698,819)    (654,030)    (301,719)    (972,112)    (454,455)
 Contract maintenance charges.....................      (4,552)      (3,211)      (1,778)      (1,592)      (3,029)      (2,333)
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 

 Net increase (decrease) in net assets resulting                                                                                
   from contractowner transactions................  16,971,012   29,123,462    1,273,739    9,968,210   13,321,751   15,658,937 
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 

 Net increase (decrease) in amount retained by                                                                                  
   AXA Equitable in Separate Account No. 70.......         202        1,499           --           --          676          225 
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 

NET INCREASE (DECREASE) IN NET ASSETS.............  13,611,125   35,354,089    2,489,716   12,834,891    8,756,026   18,982,973 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........  39,895,295    4,541,206   13,810,869      975,978   20,609,893    1,626,920 
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 

NET ASSETS -- END OF YEAR OR PERIOD............... $53,506,420  $39,895,295  $16,300,585  $13,810,869  $29,365,919  $20,609,893 
                                                   ===========  ===========  ===========  ===========  ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                                       
UNIT ACTIVITY COMMON SHARES                                                                                                     
 Issued...........................................       2,231        1,882          201          198        1,429          712 
 Transferred from Separate Account No. 49.........          --        1,025           --          736           --          885 
 Redeemed.........................................        (755)        (267)        (121)        (126)        (367)        (260)
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 
 Net Increase (Decrease)..........................       1,476        2,640           80          808        1,062        1,337 
                                                   ===========  ===========  ===========  ===========  ===========  =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                                                           IVY FUNDS VIP    
                                                     IVY FUNDS VIP GLOBAL        IVY FUNDS VIP HIGH          MICRO CAP      
                                                     NATURAL RESOURCES(A)            INCOME(A)               GROWTH(C)      
                                                   ------------------------  -------------------------  ------------------- 
                                                       2014         2013         2014          2013        2014       2013  
                                                   -----------  -----------  ------------  -----------  ----------  ------- 
                                                                                                                            
INCREASE (DECREASE) IN NET ASSETS                                                                                           
FROM OPERATIONS:                                                                                                            
 Net investment income (loss)..................... $  (193,724) $  (157,799) $  3,144,603  $ 1,913,655  $  (14,452) $   (59)
 Net realized gain (loss) on investments..........    (242,028)    (375,468)    1,607,610    1,531,745     (50,915)       1 
 Net change in unrealized appreciation                                                                                      
   (depreciation) of investments..................  (1,595,721)   1,224,093    (5,092,716)   1,383,117     (34,709)   3,374 
                                                   -----------  -----------  ------------  -----------  ----------  ------- 

 Net Increase (decrease) in net assets resulting                                                                            
   from operations................................  (2,031,473)     690,826      (340,503)   4,828,517    (100,076)   3,316 
                                                   -----------  -----------  ------------  -----------  ----------  ------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                           
 Payments received from contractowners............   2,269,244    2,582,837    29,879,846   22,780,628   1,279,177   89,255 
 Transfers from Separate Account No. 49...........          --    8,496,383            --   34,459,343          --       -- 
 Transfers between Variable Investment Options                                                                              
   including guaranteed interest account, net.....    (364,941)     (99,824)    5,578,754    9,208,626     314,295       -- 
 Redemptions for contract benefits and                                                                                      
   terminations...................................    (648,905)    (344,844)   (3,602,674)  (1,982,209)    (37,298)      -- 
 Contract maintenance charges.....................      (1,903)      (1,699)       (9,943)      (6,389)         --       -- 
                                                   -----------  -----------  ------------  -----------  ----------  ------- 

 Net increase (decrease) in net assets resulting                                                                            
   from contractowner transactions................   1,253,495   10,632,853    31,845,983   64,459,999   1,556,174   89,255 
                                                   -----------  -----------  ------------  -----------  ----------  ------- 

 Net increase (decrease) in amount retained by                                                                              
   AXA Equitable in Separate Account No. 70.......          --            2            --           --         139       10 
                                                   -----------  -----------  ------------  -----------  ----------  ------- 

NET INCREASE (DECREASE) IN NET ASSETS.............    (777,978)  11,323,681    31,505,480   69,288,516   1,456,237   92,581 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........  12,487,204    1,163,523    79,879,743   10,591,227      92,581       -- 
                                                   -----------  -----------  ------------  -----------  ----------  ------- 

NET ASSETS -- END OF YEAR OR PERIOD............... $11,709,226  $12,487,204  $111,385,223  $79,879,743  $1,548,818  $92,581 
                                                   ===========  ===========  ============  ===========  ==========  ======= 

CHANGES IN UNITS (000'S):                                                                                                   
UNIT ACTIVITY COMMON SHARES                                                                                                 
 Issued...........................................         375          503         2,775        3,161         240        8 
 Transferred from Separate Account No. 49.........          --          915            --        2,440          --       -- 
 Redeemed.........................................        (257)        (278)         (759)      (1,159)       (101)      -- 
                                                   -----------  -----------  ------------  -----------  ----------  ------- 
 Net Increase (Decrease)..........................         118        1,140         2,016        4,442         139        8 
                                                   ===========  ===========  ============  ===========  ==========  ======= 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                         IVY FUNDS VIP             IVY FUNDS VIP             IVY FUNDS VIP      
                                                            MID CAP                 SCIENCE AND                SMALL CAP        
                                                           GROWTH(A)               TECHNOLOGY(A)               GROWTH(A)        
                                                   ------------------------  ------------------------  ------------------------ 
                                                       2014         2013         2014         2013         2014         2013    
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 
                                                                                                                                
INCREASE (DECREASE) IN NET ASSETS                                                                                               
FROM OPERATIONS:                                                                                                                
 Net investment income (loss)..................... $  (505,028) $  (344,200) $  (626,323) $  (343,150) $  (229,100) $  (157,614)
 Net realized gain (loss) on investments..........   2,790,176    1,317,110    5,640,528    2,034,170    2,325,180      538,089 
 Net change in unrealized appreciation                                                                                          
   (depreciation) of investments..................     (23,845)   4,812,365   (4,236,598)   8,750,919   (2,028,419)   3,350,730 
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 
 Net Increase (decrease) in net assets resulting                                                                                
   from operations................................   2,261,303    5,785,275      777,607   10,441,939       67,661    3,731,205 
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                               
 Payments received from contractowners............   7,872,182    8,309,614   16,248,125    8,532,809    4,194,619    3,502,239 
 Transfers from Separate Account No. 49...........          --   14,647,014           --   10,480,537           --    6,008,556 
 Transfers between Variable Investment Options                                                                                  
   including guaranteed interest account, net.....   1,042,641     (275,733)    (660,774)   5,480,072     (503,568)     419,138 
 Redemptions for contract benefits and                                                                                          
   terminations...................................  (1,335,177)    (690,976)  (1,260,654)    (590,711)    (701,371)    (362,257)
 Contract maintenance charges.....................      (5,191)      (3,418)      (4,484)      (2,734)      (2,153)      (1,636)
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 

 Net increase (decrease) in net assets resulting                                                                                
   from contractowner transactions................   7,574,455   21,986,501   14,322,213   23,899,973    2,987,527    9,566,040 
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 

 Net increase (decrease) in amount retained by                                                                                  
   AXA Equitable in Separate Account No. 70.......         550          979           --          502           --           -- 
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 

NET INCREASE (DECREASE) IN NET ASSETS.............   9,836,308   27,772,755   15,099,820   34,342,414    3,055,188   13,297,245 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........  31,006,227    3,233,472   37,544,889    3,202,475   14,514,928    1,217,683 
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 

NET ASSETS -- END OF YEAR OR PERIOD............... $40,842,535  $31,006,227  $52,644,709  $37,544,889  $17,570,116  $14,514,928 
                                                   ===========  ===========  ===========  ===========  ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                                       
UNIT ACTIVITY COMMON SHARES                                                                                                     
 Issued...........................................         635          842        1,221        1,039          335          448 
 Transferred from Separate Account No. 49.........          --          988           --          759           --          490 
 Redeemed.........................................        (246)        (416)        (372)        (261)        (159)        (200)
                                                   -----------  -----------  -----------  -----------  -----------  ----------- 
 Net Increase (Decrease)..........................         389        1,414          849        1,537          176          738 
                                                   ===========  ===========  ===========  ===========  ===========  =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                                                JANUS ASPEN SERIES 
                                                                          JANUS ASPEN SERIES     INTECH U.S. LOW   
                                                   JANUS ASPEN SERIES        FLEXIBLE BOND          VOLATILITY     
                                                   BALANCED PORTFOLIO(C)     PORTFOLIO(C)          PORTFOLIO(C)    
                                                   --------------------- --------------------  ------------------- 
                                                      2014       2013       2014       2013       2014       2013  
                                                   ----------   -------  ----------  --------  ----------  ------- 
                                                                                                                   
INCREASE (DECREASE) IN NET ASSETS                                                                                  
FROM OPERATIONS:                                                                                                   
 Net investment income (loss)..................... $   10,267   $    25  $   31,267  $    245  $     (630) $    93 
 Net realized gain (loss) on investments..........     29,313        --       4,526        --       3,663       46 
 Net change in unrealized appreciation                                                                             
   (depreciation) of investments..................     73,780       582     (20,590)     (435)     94,437      (67)
                                                   ----------   -------  ----------  --------  ----------  ------- 

 Net Increase (decrease) in net assets resulting                                                                   
   from operations................................    113,360       607      15,203      (190)     97,470       72 
                                                   ----------   -------  ----------  --------  ----------  ------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                  
 Payments received from contractowners............  2,849,250    61,678   2,548,433   115,843   1,176,598   28,727 
 Transfers between Variable Investment Options                                                                     
   including guaranteed interest account, net.....  1,360,892        --     597,272       500     219,415       -- 
 Redemptions for contract benefits and                                                                             
   terminations...................................    (14,639)       --     (21,356)       --     (27,908)      -- 
                                                   ----------   -------  ----------  --------  ----------  ------- 

 Net increase (decrease) in net assets resulting                                                                   
   from contractowner transactions................  4,195,503    61,678   3,124,349   116,343   1,368,105   28,727 
                                                   ----------   -------  ----------  --------  ----------  ------- 

 Net increase (decrease) in amount retained by                                                                     
   AXA Equitable in Separate Account No. 70.......        140        10          65        35          (5)       4 
                                                   ----------   -------  ----------  --------  ----------  ------- 

NET INCREASE (DECREASE) IN NET ASSETS.............  4,309,003    62,295   3,139,617   116,188   1,465,570   28,803 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........     62,295        --     116,188        --      28,803       -- 
                                                   ----------   -------  ----------  --------  ----------  ------- 

NET ASSETS -- END OF YEAR OR PERIOD............... $4,371,298   $62,295  $3,255,805  $116,188  $1,494,373  $28,803 
                                                   ==========   =======  ==========  ========  ==========  ======= 

CHANGES IN UNITS (000'S):                                                                                          
UNIT ACTIVITY SERVICE SHARES                                                                                       
 Issued...........................................        396         6         328        12         127        3 
 Redeemed.........................................         (4)       --         (23)       --          (3)      -- 
                                                   ----------   -------  ----------  --------  ----------  ------- 
 Net Increase (Decrease)..........................        392         6         305        12         124        3 
                                                   ==========   =======  ==========  ========  ==========  ======= 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                       LAZARD RETIREMENT        LORD ABBETT SERIES       LORD ABBETT SERIES   
                                                       EMERGING MARKETS        FUND - BOND DEBENTURE    FUND - CLASSIC STOCK  
                                                      EQUITY PORTFOLIO(A)          PORTFOLIO(A)             PORTFOLIO(A)      
                                                   ------------------------  ------------------------  ---------------------- 
                                                       2014         2013         2014         2013        2014        2013    
                                                   -----------  -----------  -----------  -----------  ----------  ---------- 
                                                                                                                              
INCREASE (DECREASE) IN NET ASSETS                                                                                             
FROM OPERATIONS:                                                                                                              
 Net investment income (loss)..................... $   255,861  $    63,287  $ 1,196,466  $   515,123  $  (28,381) $   (7,834)
 Net realized gain (loss) on investments..........     743,817      115,502      896,230      302,215     709,880     485,760 
 Net change in unrealized appreciation                                                                                        
   (depreciation) of investments..................  (5,801,294)  (1,568,207)  (1,713,106)    (347,311)   (349,304)    324,154 
                                                   -----------  -----------  -----------  -----------  ----------  ---------- 

 Net Increase (decrease) in net assets resulting                                                                              
   from operations................................  (4,801,616)  (1,389,418)     379,590      470,027     332,195     802,080 
                                                   -----------  -----------  -----------  -----------  ----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                             
 Payments received from contractowners............  15,862,126   16,487,854   14,081,597    5,598,804   1,295,184   1,086,147 
 Transfers from Separate Account No. 49...........          --   41,131,431           --    2,337,327          --   1,552,038 
 Transfers between Variable Investment Options                                                                                
   including guaranteed interest account, net.....  (1,037,345)   1,761,577    5,777,673    3,843,864    (596,960)     19,513 
 Redemptions for contract benefits and                                                                                        
   terminations...................................  (2,442,338)  (1,656,445)  (1,007,701)    (260,057)   (150,265)    (87,549)
 Contract maintenance charges.....................     (11,011)      (9,357)      (1,444)        (556)       (491)       (411)
                                                   -----------  -----------  -----------  -----------  ----------  ---------- 

 Net increase (decrease) in net assets resulting                                                                              
   from contractowner transactions................  12,371,432   57,715,060   18,850,125   11,519,382     547,468   2,569,738 
                                                   -----------  -----------  -----------  -----------  ----------  ---------- 

 Net increase (decrease) in amount retained by                                                                                
   AXA Equitable in Separate Account No. 70.......          --           --        1,249          500          --         500 
                                                   -----------  -----------  -----------  -----------  ----------  ---------- 

NET INCREASE (DECREASE) IN NET ASSETS.............   7,569,816   56,325,642   19,230,964   11,989,909     879,663   3,372,318 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........  66,322,901    9,997,259   13,389,625    1,399,716   4,190,211     817,893 
                                                   -----------  -----------  -----------  -----------  ----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD............... $73,892,717  $66,322,901  $32,620,589  $13,389,625  $5,069,874  $4,190,211 
                                                   ===========  ===========  ===========  ===========  ==========  ========== 

CHANGES IN UNITS (000'S):                                                                                                     

UNIT ACTIVITY SERVICE SHARES                                                                                                  
 Issued...........................................       2,019        2,143           --           --          --          -- 
 Transferred from Separate Account No. 49.........          --        3,427           --           --          --          -- 
 Redeemed.........................................        (923)        (724)          --           --          --          -- 
                                                   -----------  -----------  -----------  -----------  ----------  ---------- 
 Net Increase (Decrease)..........................       1,096        4,846           --           --          --          -- 
                                                   ===========  ===========  ===========  ===========  ==========  ========== 

UNIT ACTIVITY VC SHARES                                                                                                       
 Issued...........................................          --           --        1,981        1,037         109         127 
 Transferred from Separate Account No. 49.........          --           --           --          210          --         157 
 Redeemed.........................................          --           --         (346)        (239)        (69)        (34)
                                                   -----------  -----------  -----------  -----------  ----------  ---------- 
 Net Increase (Decrease)..........................          --           --        1,635        1,008          40         250 
                                                   ===========  ===========  ===========  ===========  ==========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                   LORD ABBETT SERIES                                                      
                                                      FUND - GROWTH                                                        
                                                      OPPORTUNITIES        MFS(R) INTERNATIONAL    MFS(R) INVESTORS GROWTH 
                                                      PORTFOLIO(A)          VALUE PORTFOLIO(A)         STOCK SERIES(A)     
                                                 ----------------------  ------------------------  ----------------------- 
                                                    2014        2013         2014         2013         2014        2013    
                                                 ----------  ----------  -----------  -----------  -----------  ---------- 
                                                                                                                           
INCREASE (DECREASE) IN NET ASSETS                                                                                          
FROM OPERATIONS:                                                                                                           
 Net investment income (loss)................... $  (40,894) $  (26,445) $   380,815  $    11,636  $   (94,548) $  (56,572)
 Net realized gain (loss) on investments........    695,603     399,696    1,464,097    1,084,784      664,783     287,760 
 Net change in unrealized appreciation                                                                                     
   (depreciation) of investments................   (508,618)    175,753   (2,467,264)   7,941,890      210,055   1,162,131 
                                                 ----------  ----------  -----------  -----------  -----------  ---------- 

 Net Increase (decrease) in net assets                                                                                     
   resulting from operations....................    146,091     549,004     (622,352)   9,038,310      780,290   1,393,319 
                                                 ----------  ----------  -----------  -----------  -----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                          
 Payments received from contractowners..........    904,731     742,215   31,066,224   18,303,569    1,554,657   1,316,577 
 Transfers from Separate Account No. 49.........         --   1,104,108           --   20,448,744           --   4,049,472 
 Transfers between Variable Investment Options                                                                             
   including guaranteed interest account, net...     (8,075)   (106,195)   4,732,446    9,526,220    3,032,906     203,360 
 Redemptions for contract benefits and                                                                                     
   terminations.................................   (154,453)   (136,995)  (2,356,765)  (1,064,045)    (361,198)   (201,166)
 Contract maintenance charges...................       (339)       (272)      (8,860)      (5,770)        (813)       (766)
                                                 ----------  ----------  -----------  -----------  -----------  ---------- 

 Net increase (decrease) in net assets                                                                                     
   resulting from contractowner transactions....    741,864   1,602,861   33,433,045   47,208,718    4,225,552   5,367,477 
                                                 ----------  ----------  -----------  -----------  -----------  ---------- 

 Net increase (decrease) in amount retained by                                                                             
   AXA Equitable in Separate Account No. 70.....         --       1,000           --           --           --          -- 
                                                 ----------  ----------  -----------  -----------  -----------  ---------- 

NET INCREASE (DECREASE) IN NET ASSETS...........    887,955   2,152,865   32,810,693   56,247,028    5,005,842   6,760,796 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.......  2,422,956     270,091   62,435,487    6,188,459    7,193,865     433,069 
                                                 ----------  ----------  -----------  -----------  -----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD............. $3,310,911  $2,422,956  $95,246,180  $62,435,487  $12,199,707  $7,193,865 
                                                 ==========  ==========  ===========  ===========  ===========  ========== 

CHANGES IN UNITS (000'S):                                                                                                  
UNIT ACTIVITY SERVICE CLASS                                                                                                
 Issued.........................................         --          --        2,841        2,272          274         125 
 Transferred from Separate Account No. 49.......         --          --           --        1,708           --         309 
 Redeemed.......................................         --          --         (426)        (337)         (39)        (40)
                                                 ----------  ----------  -----------  -----------  -----------  ---------- 
 Net Increase (Decrease)........................         --          --        2,415        3,643          235         394 
                                                 ==========  ==========  ===========  ===========  ===========  ========== 

UNIT ACTIVITY VC SHARES                                                                                                    
 Issued.........................................         99         102           --           --           --          -- 
 Transferred from Separate Account No. 49.......         --         118           --           --           --          -- 
 Redeemed.......................................        (40)        (57)          --           --           --          -- 
                                                 ----------  ----------  -----------  -----------  -----------  ---------- 
 Net Increase (Decrease)........................         59         163           --           --           --          -- 
                                                 ==========  ==========  ===========  ===========  ===========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                            MFS(R) INVESTORS TRUST    MFS(R) RESEARCH       MFS(R) TECHNOLOGY    
                                                                   SERIES(A)             SERIES(C)            PORTFOLIO(A)       
                                                            ----------------------  ------------------  ------------------------ 
                                                               2014        2013       2014      2013        2014         2013    
                                                            ----------  ----------  --------  --------  -----------  ----------- 
                                                                                                                                 
INCREASE (DECREASE) IN NET ASSETS                                                                                                
FROM OPERATIONS:                                                                                                                 
 Net investment income (loss).............................. $  (46,153) $  (21,206) $ (1,982) $    (12) $  (180,495) $  (110,558)
 Net realized gain (loss) on investments...................    846,262     163,049    34,657        --    1,041,371      345,581 
 Net change in unrealized appreciation (depreciation) of                                                                         
   investments.............................................   (141,934)  1,156,586     8,990       708      249,457    2,072,403 
                                                            ----------  ----------  --------  --------  -----------  ----------- 

 Net Increase (decrease) in net assets resulting from                                                                            
   operations..............................................    658,175   1,298,429    41,665       696    1,110,333    2,307,426 
                                                            ----------  ----------  --------  --------  -----------  ----------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                                
 Payments received from contractowners.....................  1,399,574     914,172   540,304    15,841    3,680,918    1,983,851 
 Transfers from Separate Account No. 49....................         --   3,636,516        --        --           --    4,792,944 
 Transfers between Variable Investment Options including                                                                         
   guaranteed interest account, net........................    512,588     234,235   241,880       500      555,007      525,369 
 Redemptions for contract benefits and terminations........   (463,317)   (189,129)  (28,808)       --     (366,307)    (288,371)
 Contract maintenance charges..............................       (741)       (545)       --        --       (1,918)      (1,398)
                                                            ----------  ----------  --------  --------  -----------  ----------- 

 Net increase (decrease) in net assets resulting from                                                                            
   contractowner transactions..............................  1,448,104   4,595,249   753,376    16,341    3,867,700    7,012,395 
                                                            ----------  ----------  --------  --------  -----------  ----------- 

 Net increase (decrease) in amount retained by AXA                                                                               
   Equitable in Separate Account No. 70....................         --          --        94         5           --           (2)
                                                            ----------  ----------  --------  --------  -----------  ----------- 

NET INCREASE (DECREASE) IN NET ASSETS......................  2,106,279   5,893,678   795,135    17,042    4,978,033    9,319,819 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD..................  6,156,716     263,038    17,042        --   10,464,428    1,144,609 
                                                            ----------  ----------  --------  --------  -----------  ----------- 

NET ASSETS -- END OF YEAR OR PERIOD........................ $8,262,995  $6,156,716  $812,177  $ 17,042  $15,442,461  $10,464,428 
                                                            ==========  ==========  ========  ========  ===========  =========== 

CHANGES IN UNITS (000'S):                                                                                                        
UNIT ACTIVITY SERVICE CLASS                                                                                                      
 Issued....................................................        165         107        73         2          342          246 
 Transferred from Separate Account No. 49..................         --         286        --        --           --          351 
 Redeemed..................................................        (61)        (41)       (3)       --         (137)        (102)
                                                            ----------  ----------  --------  --------  -----------  ----------- 
 Net Increase (Decrease)...................................        104         352        70         2          205          495 
                                                            ==========  ==========  ========  ========  ===========  =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                       MFS(R) UTILITIES          MFS(R) VALUE            MULTIMANAGER      
                                                           SERIES(A)               SERIES(C)        AGGRESSIVE EQUITY*(A)  
                                                   ------------------------  --------------------  ----------------------- 
                                                       2014         2013        2014       2013        2014        2013    
                                                   -----------  -----------  ----------  --------  -----------  ---------- 
                                                                                                                           
INCREASE (DECREASE) IN NET ASSETS                                                                                          
FROM OPERATIONS:                                                                                                           
 Net investment income (loss)..................... $   203,183  $   129,195  $    5,159  $    (53) $  (136,118) $  (89,069)
 Net realized gain (loss) on investments..........   2,191,408      928,527      45,452         1      633,625     400,278 
 Net change in unrealized appreciation                                                                                     
   (depreciation) of investments..................     126,926    1,529,560      83,254     2,213      371,287   1,711,420 
                                                   -----------  -----------  ----------  --------  -----------  ---------- 

 Net Increase (decrease) in net assets resulting                                                                           
   from operations................................   2,521,517    2,587,282     133,865     2,161      868,794   2,022,629 
                                                   -----------  -----------  ----------  --------  -----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                          
 Payments received from contractowners............  12,348,647    5,420,284   1,775,338    96,333    2,036,208   1,783,585 
 Transfers from Separate Account No. 49...........          --    8,995,689          --        --           --   4,625,223 
 Transfers between Variable Investment Options                                                                             
   including guaranteed interest account, net.....   6,138,500    2,159,260     513,157     2,400     (168,902)    809,745 
 Redemptions for contract benefits and                                                                                     
   terminations...................................  (1,219,692)    (589,771)    (47,845)       --     (394,931)   (359,046)
 Contract maintenance charges.....................      (3,101)      (2,007)         --        --     (161,160)   (104,182)
                                                   -----------  -----------  ----------  --------  -----------  ---------- 

 Net increase (decrease) in net assets resulting                                                                           
   from contractowner transactions................  17,264,354   15,983,455   2,240,650    98,733    1,311,215   6,755,325 
                                                   -----------  -----------  ----------  --------  -----------  ---------- 

 Net increase (decrease) in amount retained by                                                                             
   AXA Equitable in Separate Account No. 70.......          --            3         364        10           --         500 
                                                   -----------  -----------  ----------  --------  -----------  ---------- 

NET INCREASE (DECREASE) IN NET ASSETS.............  19,785,871   18,570,740   2,374,879   100,904    2,180,009   8,778,454 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........  21,259,006    2,688,266     100,904        --    8,902,588     124,134 
                                                   -----------  -----------  ----------  --------  -----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD............... $41,044,877  $21,259,006  $2,475,783  $100,904  $11,082,597  $8,902,588 
                                                   ===========  ===========  ==========  ========  ===========  ========== 

CHANGES IN UNITS (000'S):                                                                                                  
UNIT ACTIVITY CLASS B                                                                                                      
 Issued...........................................          --           --          --        --          149         232 
 Transferred from Separate Account No. 49.........          --           --          --        --           --         302 
 Redeemed.........................................          --           --          --        --         (102)        (92)
                                                   -----------  -----------  ----------  --------  -----------  ---------- 
 Net Increase (Decrease)..........................          --           --          --        --           47         442 
                                                   ===========  ===========  ==========  ========  ===========  ========== 

UNIT ACTIVITY SERVICE CLASS                                                                                                
 Issued...........................................       1,417          738         229        10           --          -- 
 Transferred from Separate Account No. 49.........          --          652          --        --           --          -- 
 Redeemed.........................................        (255)        (278)        (23)       --           --          -- 
                                                   -----------  -----------  ----------  --------  -----------  ---------- 
 Net Increase (Decrease)..........................       1,162        1,112         206        10           --          -- 
                                                   ===========  ===========  ==========  ========  ===========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                               MULTIMANAGER                               
                                     MULTIMANAGER                 MID CAP               MULTIMANAGER      
                                     CORE BOND*(A)              GROWTH*(A)            MID CAP VALUE*(A)   
                               ------------------------  ------------------------  ---------------------- 
                                   2014         2013         2014         2013        2014        2013    
                               -----------  -----------  -----------  -----------  ----------  ---------- 
                                                                                                          
INCREASE (DECREASE) IN NET                                                                                
 ASSETS                                                                                                   
FROM OPERATIONS:                                                                                          
 Net investment income (loss). $   539,036  $    82,536  $  (176,450) $  (115,107) $  (79,381) $  (56,219)
 Net realized gain (loss) on                                                                              
   investments................     360,081     (325,989)   1,432,577    3,380,528     272,516     282,972 
 Net change in unrealized                                                                                 
   appreciation                                                                                           
   (depreciation) of                                                                                      
   investments................     958,728   (2,567,346)    (791,082)    (795,843)    126,339   1,272,395 
                               -----------  -----------  -----------  -----------  ----------  ---------- 
 Net Increase (decrease) in                                                                               
   net assets resulting from                                                                              
   operations.................   1,857,845   (2,810,799)     465,045    2,469,578     319,474   1,499,148 
                               -----------  -----------  -----------  -----------  ----------  ---------- 

FROM CONTRACTOWNERS                                                                                       
 TRANSACTIONS:                                                                                            
 Payments received from                                                                                   
   contractowners.............  11,378,151   19,487,474    2,390,839    3,224,185   1,880,739   2,195,020 
 Transfers from Separate                                                                                  
   Account No. 49.............          --   58,868,335           --    4,629,195          --   3,489,719 
 Transfers between Variable                                                                               
   Investment Options                                                                                     
   including guaranteed                                                                                   
   interest account, net......     122,772   17,124,292      585,727      505,763     128,340      96,785 
 Redemptions for contract                                                                                 
   benefits and terminations..  (3,477,180)  (1,755,137)    (384,273)    (317,236)   (279,527)    (79,977)
 Contract maintenance charges.  (1,679,468)  (1,254,417)    (179,517)    (111,359)   (103,612)    (70,481)
                               -----------  -----------  -----------  -----------  ----------  ---------- 

 Net increase (decrease) in                                                                               
   net assets resulting from                                                                              
   contractowner transactions.   6,344,275   92,470,547    2,412,776    7,930,548   1,625,940   5,631,066 
                               -----------  -----------  -----------  -----------  ----------  ---------- 

 Net increase (decrease) in                                                                               
   amount retained by AXA                                                                                 
   Equitable in Separate                                                                                  
   Account No. 70.............       3,250        4,998           --          498          --         250 
                               -----------  -----------  -----------  -----------  ----------  ---------- 

NET INCREASE (DECREASE) IN                                                                                
 NET ASSETS...................   8,205,370   89,664,746    2,877,821   10,400,624   1,945,414   7,130,464 
NET ASSETS -- BEGINNING OF                                                                                
 YEAR OR PERIOD...............  89,664,746           --   10,693,538      292,914   7,287,231     156,767 
                               -----------  -----------  -----------  -----------  ----------  ---------- 

NET ASSETS -- END OF YEAR OR                                                                              
 PERIOD....................... $97,870,116  $89,664,746  $13,571,359  $10,693,538  $9,232,645  $7,287,231 
                               ===========  ===========  ===========  ===========  ==========  ========== 

CHANGES IN UNITS (000'S):                                                                                 
UNIT ACTIVITY CLASS B                                                                                     
 Issued.......................       1,739        3,058          199          342         125         189 
 Transferred from Separate                                                                                
   Account No. 49.............          --        4,216           --          336          --         226 
 Redeemed.....................      (1,257)        (590)         (71)        (150)        (45)        (72)
                               -----------  -----------  -----------  -----------  ----------  ---------- 
 Net Increase (Decrease)......         482        6,684          128          528          80         343 
                               ===========  ===========  ===========  ===========  ==========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                       NEUBERGER BERMAN NEUBERGER BERMAN                          
                                                       ABSOLUTE RETURN   INTERNATIONAL             PIMCO          
                                    MULTIMANAGER        MULTI-MANAGER        EQUITY       COMMODITYREALRETURN(R)  
                                   TECHNOLOGY*(A)        PORTFOLIO(E)     PORTFOLIO(E)     STRATEGY PORTFOLIO(A)  
                               ----------------------  ---------------- ---------------- ------------------------ 
                                  2014        2013           2014             2014           2014         2013    
                               ----------  ----------  ---------------- ---------------- -----------  ----------- 
                                                                                                                  
INCREASE (DECREASE) IN NET                                                                                        
 ASSETS                                                                                                           
FROM OPERATIONS:                                                                                                  
 Net investment income (loss). $ (116,852) $  (95,061)     $ (1,980)        $ (1,021)    $  (256,325) $    25,635 
 Net realized gain (loss) on                                                                                      
   investments................  1,138,609     364,144             6           (3,596)     (1,076,609)  (1,117,476)
 Net change in unrealized                                                                                         
   appreciation                                                                                                   
   (depreciation) of                                                                                              
   investments................    (91,402)  1,622,780         3,946          (10,796)     (3,389,817)  (2,161,872)
                               ----------  ----------      --------         --------     -----------  ----------- 
 Net Increase (decrease) in                                                                                       
   net assets resulting from                                                                                      
   operations.................    930,355   1,891,863         1,972          (15,413)     (4,722,751)  (3,253,713)
                               ----------  ----------      --------         --------     -----------  ----------- 
FROM CONTRACTOWNERS                                                                                               
 TRANSACTIONS:                                                                                                    
 Payments received from                                                                                           
   contractowners.............  1,742,754   1,036,361       288,521          671,410       4,310,946    5,390,464 
 Transfers from Separate                                                                                          
   Account No. 49.............         --   5,150,185            --               --              --   14,966,114 
 Transfers between Variable                                                                                       
   Investment Options                                                                                             
   including guaranteed                                                                                           
   interest account, net......   (175,187)   (583,374)      362,894          116,459         674,513      (20,022)
 Redemptions for contract                                                                                         
   benefits and terminations..   (195,427)   (107,421)      (22,598)          (6,010)       (894,945)    (512,120)
 Contract maintenance charges.   (133,201)   (106,096)           --               --          (2,800)      (2,605)
                               ----------  ----------      --------         --------     -----------  ----------- 
 Net increase (decrease) in                                                                                       
   net assets resulting from                                                                                      
   contractowner transactions.  1,238,939   5,389,655       628,817          781,859       4,087,714   19,821,831 
                               ----------  ----------      --------         --------     -----------  ----------- 
 Net increase (decrease) in                                                                                       
   amount retained by AXA                                                                                         
   Equitable in Separate                                                                                          
   Account No. 70.............         --         500            25               --              --          999 
                               ----------  ----------      --------         --------     -----------  ----------- 
NET INCREASE (DECREASE) IN                                                                                        
 NET ASSETS...................  2,169,294   7,282,018       630,814          766,446        (635,037)  16,569,117 
NET ASSETS -- BEGINNING OF                                                                                        
 YEAR OR PERIOD...............  7,282,018          --            --               --      19,616,151    3,047,034 
                               ----------  ----------      --------         --------     -----------  ----------- 

NET ASSETS -- END OF YEAR OR                                                                                      
 PERIOD....................... $9,451,312  $7,282,018      $630,814         $766,446     $18,981,114  $19,616,151 
                               ==========  ==========      ========         ========     ===========  =========== 
CHANGES IN UNITS (000'S):                                                                                         
UNIT ACTIVITY ADVISOR CLASS                                                                                       
 Issued.......................         --          --            --               --             691          719 
 Transferred from Separate                                                                                        
   Account No. 49.............                                                                    --        1,225 
 Redeemed.....................         --          --            --               --            (291)        (283)
                               ----------  ----------      --------         --------     -----------  ----------- 
 Net Increase (Decrease)......         --          --            --               --             400        1,661 
                               ==========  ==========      ========         ========     ===========  =========== 
UNIT ACTIVITY CLASS B                                                                                             
 Issued.......................        210         128            --               --              --           -- 
 Transferred from Separate                                                                                        
   Account No. 49.............         --         385            --               --              --           -- 
 Redeemed.....................       (119)       (105)           --               --              --           -- 
                               ----------  ----------      --------         --------     -----------  ----------- 
 Net Increase (Decrease)......         91         408            --               --              --           -- 
                               ==========  ==========      ========         ========     ===========  =========== 
UNIT ACTIVITY CLASS S SHARES                                                                                      
 Issued.......................         --          --            68               88              --           -- 
 Redeemed.....................         --          --            (3)              (5)             --           -- 
                               ----------  ----------      --------         --------     -----------  ----------- 
 Net Increase (Decrease)......         --          --            65               83              --           -- 
                               ==========  ==========      ========         ========     ===========  =========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
*  Denotes Variable Investment Options that invest in shares of a Portfolio of  
EQ Advisors Trust or AXA Premier VIP Trust, affiliates of AXA Equitable.  
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(e)Units were made available for sale on June 13, 2014.                         

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                             PIMCO                 PIMCO                     PIMCO           
                                                       EMERGING MARKETS      GLOBAL BOND PORTFOLIO GLOBAL MULTI-ASSET MANAGED
                                                       BOND PORTFOLIO(A)       (UNHEDGED)(C)        ALLOCATION PORTFOLIO(D)  
                                                   ------------------------  --------------------  --------------------------
                                                       2014         2013       2014        2013               2014           
                                                   -----------  -----------   --------   -------   --------------------------
                                                                                                                             
INCREASE (DECREASE) IN NET ASSETS                                                                                            
FROM OPERATIONS:                                                                                                             
 Net investment income (loss)..................... $   701,147  $   623,507  $  3,237    $   (28)           $  1,537         
 Net realized gain (loss) on investments..........     124,307      326,458    15,939        196                 861         
 Net change in unrealized appreciation                                                                                       
   (depreciation) of investments..................    (950,167)  (2,570,739)  (35,281)      (807)             (2,270)        
                                                   -----------  -----------   --------   -------            --------         
 Net Increase (decrease) in net assets resulting                                                                             
   from operations................................    (124,713)  (1,620,774)  (16,105)      (639)                128         
                                                   -----------  -----------   --------   -------            --------         

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                            
 Payments received from contractowners............   3,645,754    4,365,430   371,712     33,797              29,385         
 Transfers from Separate Account No. 49...........          --   14,427,796        --         --                  --         
 Transfers between Variable Investment Options                                                                               
   including guaranteed interest account, net.....    (743,865)  (2,488,273)  171,869         --              80,404         
 Redemptions for contract benefits and                                                                                       
   terminations...................................    (760,935)    (626,903)   (7,029)        --              (1,231)        
 Contract maintenance charges.....................      (2,553)      (2,252)       --         --                  --         
                                                   -----------  -----------   --------   -------            --------         

 Net increase (decrease) in net assets resulting                                                                             
   from contractowner transactions................   2,138,401   15,675,798   536,552     33,797             108,558         
                                                   -----------  -----------   --------   -------            --------         

 Net increase (decrease) in amount retained by                                                                               
   AXA Equitable in Separate Account No. 70.......        (231)        (134)      (17)         5                 151         
                                                   -----------  -----------   --------   -------            --------         

NET INCREASE (DECREASE) IN NET ASSETS.............   2,013,457   14,054,890   520,430     33,163             108,837         
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........  17,585,819    3,530,929    33,163         --                  --         
                                                   -----------  -----------   --------   -------            --------         

NET ASSETS -- END OF YEAR OR PERIOD............... $19,599,276  $17,585,819  $553,593    $33,163            $108,837         
                                                   ===========  ===========   ========   =======            ========         

CHANGES IN UNITS (000'S):                                                                                                    
UNIT ACTIVITY ADVISOR CLASS                                                                                                  
 Issued...........................................         521          594        57          3                  13         
 Transferred from Separate Account No. 49.........          --        1,069        --         --                  --         
 Redeemed.........................................        (337)        (502)       (3)        --                  (3)        
                                                   -----------  -----------   --------   -------            --------         
 Net Increase (Decrease)..........................         184        1,161        54          3                  10         
                                                   ===========  ===========   ========   =======            ========         

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(c)Units were made available on November 18, 2013.                              
(d)Units were made available on November 18, 2013, but at December 31, 2013 the 
fund had no change in net assets from shareholder contributions to report.

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                                   PIMCO                                 
                                                        PIMCO                  TOTAL RETURN                              
                                              REAL RETURN PORTFOLIO(A)         PORTFOLIO(A)          PROFUND VP BEAR(A)  
                                              ------------------------  --------------------------  -------------------- 
                                                  2014         2013         2014          2013         2014       2013   
                                              -----------  -----------  ------------  ------------  ---------  --------- 
                                                                                                                         
INCREASE (DECREASE) IN NET ASSETS                                                                                        
FROM OPERATIONS:                                                                                                         
 Net investment income (loss)................ $  (111,033) $   116,094  $    859,320  $    747,655  $  (7,807) $  (8,162)
 Net realized gain (loss) on investments.....  (1,466,844)    (104,333)     (522,142)      642,201   (122,981)  (126,015)
 Net change in unrealized appreciation                                                                                   
   (depreciation) of investments.............   2,467,619   (7,652,585)    2,921,919    (5,845,056)    48,276    (67,542)
                                              -----------  -----------  ------------  ------------  ---------  --------- 
 Net Increase (decrease) in net assets                                                                                   
   resulting from operations.................     889,742   (7,640,824)    3,259,097    (4,455,200)   (82,512)  (201,719)
                                              -----------  -----------  ------------  ------------  ---------  --------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                        
 Payments received from contractowners.......   9,615,899   17,487,908    25,376,622    40,230,837     14,333     17,813 
 Transfers from Separate Account No. 49......          --   50,082,506            --    79,826,566         --    712,279 
 Transfers between Variable Investment                                                                                   
   Options including guaranteed interest                                                                                 
   account, net..............................  (4,464,734)  (9,536,607)   (8,911,002)  (16,077,771)     2,191    (86,276)
 Redemptions for contract benefits and                                                                                   
   terminations..............................  (2,875,658)  (2,129,514)   (6,362,237)   (4,333,227)   (29,756)    (7,535)
 Contract maintenance charges................      (9,212)      (8,667)      (15,715)      (13,513)       (65)       (90)
                                              -----------  -----------  ------------  ------------  ---------  --------- 

 Net increase (decrease) in net assets                                                                                   
   resulting from contractowner transactions.   2,266,295   55,895,626    10,087,668    99,632,892    (13,297)   636,191 
                                              -----------  -----------  ------------  ------------  ---------  --------- 

 Net increase (decrease) in amount retained                                                                              
   by AXA Equitable in Separate Account                                                                                  
   No. 70....................................       5,440        1,942           766           462         --         -- 
                                              -----------  -----------  ------------  ------------  ---------  --------- 

NET INCREASE (DECREASE) IN NET ASSETS........   3,161,477   48,256,744    13,347,531    95,178,154    (95,809)   434,472 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD....  64,059,584   15,802,840   118,901,467    23,723,313    434,472         -- 
                                              -----------  -----------  ------------  ------------  ---------  --------- 

NET ASSETS -- END OF YEAR OR PERIOD.......... $67,221,061  $64,059,584  $132,248,998  $118,901,467  $ 338,663  $ 434,472 
                                              ===========  ===========  ============  ============  =========  ========= 

CHANGES IN UNITS (000'S):                                                                                                
UNIT ACTIVITY ADVISOR CLASS                                                                                              
 Issued......................................       1,399        2,079         3,171         4,357         --         -- 
 Transferred from Separate Account No. 49....          --        4,008            --         6,826         --         -- 
 Redeemed....................................      (1,207)      (1,616)       (2,235)       (2,678)        --         -- 
                                              -----------  -----------  ------------  ------------  ---------  --------- 
 Net Increase (Decrease).....................         192        4,471           936         8,505         --         -- 
                                              ===========  ===========  ============  ============  =========  ========= 

UNIT ACTIVITY COMMON SHARES                                                                                              
 Issued......................................          --           --            --            --        450        363 
 Transferred from Separate Account No. 49....          --           --            --            --         --        123 
 Redeemed....................................          --           --            --            --       (457)      (383)
                                              -----------  -----------  ------------  ------------  ---------  --------- 
 Net Increase (Decrease).....................          --           --            --            --         (7)       103 
                                              ===========  ===========  ============  ============  =========  ========= 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                          PROFUND VP         PUTNAM VT ABSOLUTE PUTNAM VT DIVERSIFIED
                                                       BIOTECHNOLOGY(A)      RETURN 500 FUND(C)    INCOME FUND(E)    
                                                   ------------------------  ------------------ ---------------------
                                                       2014         2013       2014      2013           2014         
                                                   -----------  -----------  --------   ------  ---------------------
                                                                                                                     
INCREASE (DECREASE) IN NET ASSETS                                                                                    
FROM OPERATIONS:                                                                                                     
 Net investment income (loss)..................... $  (423,611) $  (180,868) $ (2,595)  $   --       $   (5,118)     
 Net realized gain (loss) on investments..........   4,713,980    1,509,170     1,565       --           (4,771)     
 Net change in unrealized appreciation                                                                               
   (depreciation) of investments..................   2,977,021    4,224,544    10,253        2          (25,475)     
                                                   -----------  -----------  --------   ------       ----------      

 Net Increase (decrease) in net assets resulting                                                                     
   from operations................................   7,267,390    5,552,846     9,223        2          (35,364)     
                                                   -----------  -----------  --------   ------       ----------      

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                    
 Payments received from contractowners............   9,727,027    6,593,424   392,947    1,276        1,468,258      
 Transfers from Separate Account No. 49...........          --    4,226,860        --       --          607,351      
 Transfers between Variable Investment Options                                                                       
   including guaranteed interest account, net.....   1,561,875    5,064,940   241,761       --               --      
 Redemptions for contract benefits and                                                                               
   terminations...................................    (724,198)    (227,943)  (22,184)      --          (29,787)     
 Contract maintenance charges.....................      (2,513)      (1,127)       --       --               (5)     
                                                   -----------  -----------  --------   ------       ----------      

 Net increase (decrease) in net assets resulting                                                                     
   from contractowner transactions................  10,562,191   15,656,154   612,524    1,276        2,045,817      
                                                   -----------  -----------  --------   ------       ----------      

 Net increase (decrease) in amount retained by                                                                       
   AXA Equitable in Separate Account No. 70.......          --           --       400       --               99      
                                                   -----------  -----------  --------   ------       ----------      

NET INCREASE (DECREASE) IN NET ASSETS.............  17,829,581   21,209,000   622,147    1,278        2,010,552      
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........  22,376,080    1,167,080     1,278       --               --      
                                                   -----------  -----------  --------   ------       ----------      

NET ASSETS -- END OF YEAR OR PERIOD............... $40,205,661  $22,376,080  $623,425   $1,278       $2,010,552      
                                                   ===========  ===========  ========   ======       ==========      

CHANGES IN UNITS (000'S):                                                                                            
UNIT ACTIVITY CLASS B                                                                                                
 Issued...........................................          --           --        72       --              246      
 Redeemed.........................................          --           --       (12)      --              (37)     
                                                   -----------  -----------  --------   ------       ----------      
 Net Increase (Decrease)..........................          --           --        60       --              209      
                                                   ===========  ===========  ========   ======       ==========      

UNIT ACTIVITY COMMON SHARES                                                                                          
 Issued...........................................         623          698        --       --               --      
 Transferred from Separate Account No. 49.........          --          278        --       --               --      
 Redeemed.........................................        (265)        (167)       --       --               --      
                                                   -----------  -----------  --------   ------       ----------      
 Net Increase (Decrease)..........................         358          809        --       --               --      
                                                   ===========  ===========  ========   ======       ==========      

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(c)Units were made available on November 18, 2013.                              
(e)Units were made available for sale on June 13, 2014.                         

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                   QS LEGG MASON DYNAMIC                                           
                                                      MULTI-STRATEGY       SEI VP BALANCED     SEI VP CONSERVATIVE 
                                                     VIT PORTFOLIO(E)      STRATEGY FUND(C)     STRATEGY FUND(C)   
                                                   --------------------- -------------------  -------------------- 
                                                           2014             2014       2013      2014       2013   
                                                   --------------------- ----------  -------  ----------  -------- 
                                                                                                                   
INCREASE (DECREASE) IN NET ASSETS                                                                                  
FROM OPERATIONS:                                                                                                   
 Net investment income (loss).....................       $  6,505        $   39,910  $   (12) $   44,059  $   (210)
 Net realized gain (loss) on investments..........             91             6,995       --       9,567        -- 
 Net change in unrealized appreciation                                                                             
   (depreciation) of investments..................         (4,172)          (42,075)     222     (29,697)    1,696 
                                                         --------        ----------  -------  ----------  -------- 

 Net Increase (decrease) in net assets resulting                                                                   
   from operations................................          2,424             4,830      210      23,929     1,486 
                                                         --------        ----------  -------  ----------  -------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                  
 Payments received from contractowners............        550,466         1,813,199   22,339   4,082,464   322,987 
 Transfers between Variable Investment Options                                                                     
   including guaranteed interest account, net.....        151,945           461,032       --     897,650        -- 
 Redemptions for contract benefits and                                                                             
   terminations...................................             --           (25,740)      --    (239,844)       -- 
 Contract maintenance charges.....................             --                --       --          --        -- 
                                                         --------        ----------  -------  ----------  -------- 

 Net increase (decrease) in net assets resulting                                                                   
   from contractowner transactions................        702,411         2,248,491   22,339   4,740,270   322,987 
                                                         --------        ----------  -------  ----------  -------- 

 Net increase (decrease) in amount retained by                                                                     
   AXA Equitable in Separate Account No. 70.......             24                (5)       5         140        10 
                                                         --------        ----------  -------  ----------  -------- 

NET INCREASE (DECREASE) IN NET ASSETS.............        704,859         2,253,316   22,554   4,764,339   324,483 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........             --            22,554       --     324,483        -- 
                                                         --------        ----------  -------  ----------  -------- 

NET ASSETS -- END OF YEAR OR PERIOD...............       $704,859        $2,275,870  $22,554  $5,088,822  $324,483 
                                                         ========        ==========  =======  ==========  ======== 

CHANGES IN UNITS (000'S):                                                                                          
UNIT ACTIVITY CLASS II                                                                                             
 Issued...........................................             87                --       --          --        -- 
 Redeemed.........................................            (17)               --       --          --        -- 
                                                         --------        ----------  -------  ----------  -------- 
 Net Increase (Decrease)..........................             70                --       --          --        -- 
                                                         ========        ==========  =======  ==========  ======== 

UNIT ACTIVITY CLASS III                                                                                            
 Issued...........................................             --               238        3         496        32 
 Redeemed.........................................             --               (20)      --         (27)       -- 
                                                         --------        ----------  -------  ----------  -------- 
 Net Increase (Decrease)..........................             --               218        3         469        32 
                                                         ========        ==========  =======  ==========  ======== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(c)Units were made available on November 18, 2013.                              
(e)Units were made available for sale on June 13, 2014.                         

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                                      SEI VP MARKET        SEI VP MODERATE   
                                                             SEI VP MARKET GROWTH     PLUS STRATEGY           STRATEGY       
                                                               STRATEGY FUND(C)          FUND(C)               FUND(C)       
                                                             --------------------  -------------------  -------------------- 
                                                                2014       2013       2014      2013       2014       2013   
                                                             ----------  --------  ---------  --------  ----------  -------- 
                                                                                                                             
INCREASE (DECREASE) IN NET ASSETS                                                                                            
FROM OPERATIONS:                                                                                                             
 Net investment income (loss)............................... $   87,033  $   (257) $  17,222  $    (73) $   85,678  $   (312)
 Net realized gain (loss) on investments....................     15,234        --     20,057         1       8,260        -- 
 Net change in unrealized appreciation (depreciation) of                                                                     
   investments..............................................    (42,941)    2,859    (12,329)    3,083     (45,107)    2,175 
                                                             ----------  --------  ---------  --------  ----------  -------- 

 Net Increase (decrease) in net assets resulting from                                                                        
   operations...............................................     59,326     2,602     24,950     3,011      48,831     1,863 
                                                             ----------  --------  ---------  --------  ----------  -------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                            
 Payments received from contractowners......................  3,987,457   447,078    372,360   103,237   2,177,847   336,438 
 Transfers between Variable Investment Options including                                                                     
   guaranteed interest account, net.........................    435,385        --    531,959   202,394   1,720,819        -- 
 Redemptions for contract benefits and terminations.........    (21,727)       --   (246,195)       --     (63,259)       -- 
                                                             ----------  --------  ---------  --------  ----------  -------- 

 Net increase (decrease) in net assets resulting from                                                                        
   contractowner transactions...............................  4,401,115   447,078    658,124   305,631   3,835,407   336,438 
                                                             ----------  --------  ---------  --------  ----------  -------- 

 Net increase (decrease) in amount retained by AXA                                                                           
   Equitable in Separate Account No. 70.....................        675        25        474        26         (26)       25 
                                                             ----------  --------  ---------  --------  ----------  -------- 

NET INCREASE (DECREASE) IN NET ASSETS.......................  4,461,116   449,705    683,548   308,668   3,884,212   338,326 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD...................    449,705        --    308,668        --     338,326        -- 
                                                             ----------  --------  ---------  --------  ----------  -------- 

NET ASSETS -- END OF YEAR OR PERIOD......................... $4,910,821  $449,705  $ 992,216  $308,668  $4,222,538  $338,326 
                                                             ==========  ========  =========  ========  ==========  ======== 

CHANGES IN UNITS (000'S):                                                                                                    
UNIT ACTIVITY CLASS III                                                                                                      
 Issued.....................................................        459        45        104        30         377        34 
 Redeemed...................................................        (29)       --        (40)       --          (4)       -- 
                                                             ----------  --------  ---------  --------  ----------  -------- 
 Net Increase (Decrease)....................................        430        45         64        30         373        34 
                                                             ==========  ========  =========  ========  ==========  ======== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                                                           TEMPLETON       
                                                   T. ROWE PRICE EQUITY     T. ROWE PRICE HEALTH      DEVELOPING MARKETS   
                                                   INCOME PORTFOLIO-II(C) SCIENCES PORTFOLIO-II(A)        VIP FUND(A)      
                                                   --------------------   ------------------------  ---------------------- 
                                                      2014        2013        2014         2013        2014        2013    
                                                   ----------   --------  -----------  -----------  ----------  ---------- 
                                                                                                                           
INCREASE (DECREASE) IN NET ASSETS                                                                                          
FROM OPERATIONS:                                                                                                           
 Net investment income (loss)..................... $    4,011   $    200  $  (755,630) $  (388,871) $    3,893  $   30,217 
 Net realized gain (loss) on investments..........      2,735         21    8,795,318    3,023,071    (218,605)    (88,054)
 Net change in unrealized appreciation                                                                                     
   (depreciation) of investments..................     37,801      2,852    6,257,655    7,363,795    (677,703)   (116,959)
                                                   ----------   --------  -----------  -----------  ----------  ---------- 

 Net Increase (decrease) in net assets resulting                                                                           
   from operations................................     44,547      3,073   14,297,343    9,997,995    (892,415)   (174,796)
                                                   ----------   --------  -----------  -----------  ----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                          
 Payments received from contractowners............  1,416,809    117,102   19,436,256    9,585,915   1,790,424   2,044,652 
 Transfers from Separate Account No. 49...........         --         --           --   10,684,272          --   5,134,989 
 Transfers between Variable Investment Options                                                                             
   including guaranteed interest account, net.....    264,201         --    4,876,333    5,429,687    (836,182)  1,113,960 
 Redemptions for contract benefits and                                                                                     
   terminations...................................    (61,637)      (845)  (1,849,361)    (547,385)   (363,508)   (281,908)
 Contract maintenance charges.....................         --         --       (5,211)      (2,908)     (1,225)     (1,076)
                                                   ----------   --------  -----------  -----------  ----------  ---------- 

 Net increase (decrease) in net assets resulting                                                                           
   from contractowner transactions................  1,619,373    116,257   22,458,017   25,149,581     589,509   8,010,617 
                                                   ----------   --------  -----------  -----------  ----------  ---------- 

 Net increase (decrease) in amount retained by                                                                             
   AXA Equitable in Separate Account No. 70.......         88          9        1,499          501          --          -- 
                                                   ----------   --------  -----------  -----------  ----------  ---------- 

NET INCREASE (DECREASE) IN NET ASSETS.............  1,664,008    119,339   36,756,859   35,148,077    (302,906)  7,835,821 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........    119,339         --   39,243,567    4,095,490   8,512,430     676,609 
                                                   ----------   --------  -----------  -----------  ----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD............... $1,783,347   $119,339  $76,000,426  $39,243,567  $8,209,524  $8,512,430 
                                                   ==========   ========  ===========  ===========  ==========  ========== 

CHANGES IN UNITS (000'S):                                                                                                  
UNIT ACTIVITY CLASS 2                                                                                                      
 Issued...........................................         --         --           --           --         350         404 
 Transferred from Separate Account No. 49.........         --         --           --           --          --         462 
 Redeemed.........................................         --         --           --           --        (297)       (140)
                                                   ----------   --------  -----------  -----------  ----------  ---------- 
 Net Increase (Decrease)..........................         --         --           --           --          53         726 
                                                   ==========   ========  ===========  ===========  ==========  ========== 

UNIT ACTIVITY CLASS II                                                                                                     
 Issued...........................................        161         12        1,402          907          --          -- 
 Transferred from Separate Account No. 49.........         --         --           --          635          --          -- 
 Redeemed.........................................         (9)        --         (354)        (206)         --          -- 
                                                   ----------   --------  -----------  -----------  ----------  ---------- 
 Net Increase (Decrease)..........................        152         12        1,048        1,336          --          -- 
                                                   ==========   ========  ===========  ===========  ==========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(c)Units were made available on November 18, 2013.                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                    TEMPLETON FOREIGN VIP        TEMPLETON GLOBAL          TEMPLETON GROWTH    
                                                           FUND(A)               BOND VIP FUND(A)             VIP FUND(A)      
                                                   -----------------------  --------------------------  ---------------------- 
                                                       2014        2013         2014          2013         2014        2013    
                                                   -----------  ----------  ------------  ------------  ----------  ---------- 
                                                                                                                               
INCREASE (DECREASE) IN NET ASSETS                                                                                              
FROM OPERATIONS:                                                                                                               
 Net investment income (loss)..................... $    35,957  $   60,953  $  4,164,004  $  2,959,559  $   (1,454) $   20,420 
 Net realized gain (loss) on investments..........     290,811     174,245      (705,909)      809,900     140,531      93,169 
 Net change in unrealized appreciation                                                                                         
   (depreciation) of investments..................  (1,623,813)  1,179,537    (3,406,769)   (3,683,051)   (251,189)    352,370 
                                                   -----------  ----------  ------------  ------------  ----------  ---------- 

 Net Increase (decrease) in net assets resulting                                                                               
   from operations................................  (1,297,045)  1,414,735        51,326        86,408    (112,112)    465,959 
                                                   -----------  ----------  ------------  ------------  ----------  ---------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                                                              
 Payments received from contractowners............   2,443,189   2,131,872    34,694,857    28,534,608      58,785     207,890 
 Transfers from Separate Account No. 49...........          --   5,073,783            --    60,042,912          --   1,183,469 
 Transfers between Variable Investment Options                                                                                 
   including guaranteed interest account, net.....    (146,571)     59,734     2,003,026     2,015,838     (36,643)    324,326 
 Redemptions for contract benefits and                                                                                         
   terminations...................................    (298,269)   (264,043)   (4,723,992)   (3,066,729)    (82,441)    (58,549)
 Contract maintenance charges.....................      (1,142)     (1,019)      (13,660)      (11,259)       (332)       (289)
                                                   -----------  ----------  ------------  ------------  ----------  ---------- 

 Net increase (decrease) in net assets resulting                                                                               
   from contractowner transactions................   1,997,207   7,000,327    31,960,231    87,515,370     (60,631)  1,656,847 
                                                   -----------  ----------  ------------  ------------  ----------  ---------- 

 Net increase (decrease) in amount retained by                                                                                 
   AXA Equitable in Separate Account No. 70.......          --          --            --            --          --           2 
                                                   -----------  ----------  ------------  ------------  ----------  ---------- 

NET INCREASE (DECREASE) IN NET ASSETS.............     700,162   8,415,062    32,011,557    87,601,778    (172,743)  2,122,808 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........   8,934,163     519,101   101,754,195    14,152,417   2,317,002     194,194 
                                                   -----------  ----------  ------------  ------------  ----------  ---------- 

NET ASSETS -- END OF YEAR OR PERIOD............... $ 9,634,325  $8,934,163  $133,765,752  $101,754,195  $2,144,259  $2,317,002 
                                                   ===========  ==========  ============  ============  ==========  ========== 

CHANGES IN UNITS (000'S):                                                                                                      
UNIT ACTIVITY CLASS 2                                                                                                          
 Issued...........................................         286         315         3,563         3,217          38          89 
 Transferred from Separate Account No. 49.........          --         459            --         4,782          --         105 
 Redeemed.........................................        (131)       (153)         (883)       (1,023)        (43)        (52)
                                                   -----------  ----------  ------------  ------------  ----------  ---------- 
 Net Increase (Decrease)..........................         155         621         2,680         6,976          (5)        142 
                                                   ===========  ==========  ============  ============  ==========  ========== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)                                 

FOR THE YEARS OR PERIODS ENDED DECEMBER 31, 2014 AND 2013                       

                                                        [Enlarge/Download Table]

                                                                                 VAN ECK VIP    
                                                                                UNCONSTRAINED   
                                                    VAN ECK VIP GLOBAL HARD   EMERGING MARKETS  
                                                        ASSETS FUND(A)          BOND FUND(C)    
                                                   ------------------------  ------------------ 
                                                       2014         2013       2014      2013   
                                                   -----------  -----------  --------  -------- 
                                                                                                
INCREASE (DECREASE) IN NET ASSETS                                                               
FROM OPERATIONS:                                                                                
 Net investment income (loss)..................... $  (511,123) $  (280,805) $   (757) $    (20)
 Net realized gain (loss) on investments..........    (773,722)      37,671     1,456        -- 
 Net change in unrealized appreciation                                                          
   (depreciation) of investments..................  (6,663,141)   2,773,917   (19,434)       37 
                                                   -----------  -----------  --------  -------- 

 Net Increase (decrease) in net assets resulting                                                
   from operations................................  (7,947,986)   2,530,783   (18,735)       17 
                                                   -----------  -----------  --------  -------- 

FROM CONTRACTOWNERS TRANSACTIONS:                                                               
 Payments received from contractowners............   6,385,026    6,680,344   276,995    23,283 
 Transfers from Separate Account No. 49...........          --   19,614,046        --        -- 
 Transfers between Variable Investment Options                                                  
   including guaranteed interest account, net.....    (225,017)  (1,580,988)   46,189        -- 
 Redemptions for contract benefits and                                                          
   terminations...................................  (1,198,691)    (838,690)   (7,331)       -- 
 Contract maintenance charges.....................      (5,242)      (4,455)       --        -- 
                                                   -----------  -----------  --------  -------- 

 Net increase (decrease) in net assets resulting                                                
   from contractowner transactions................   4,956,076   23,870,257   315,853    23,283 
                                                   -----------  -----------  --------  -------- 

 Net increase (decrease) in amount retained by                                                  
   AXA Equitable in Separate Account No. 70.......          --       10,000        45         4 
                                                   -----------  -----------  --------  -------- 

NET INCREASE (DECREASE) IN NET ASSETS.............  (2,991,910)  26,411,040   297,163    23,304 
NET ASSETS -- BEGINNING OF YEAR OR PERIOD.........  32,743,032    6,331,992    23,304        -- 
                                                   -----------  -----------  --------  -------- 

NET ASSETS -- END OF YEAR OR PERIOD............... $29,751,122  $32,743,032  $320,467  $ 23,304 
                                                   ===========  ===========  ========  ======== 

CHANGES IN UNITS (000'S):                                                                       
UNIT ACTIVITY CLASS S SHARES                                                                    
 Issued...........................................         991          929        --        -- 
 Transferred from Separate Account No. 49.........          --        1,800        --        -- 
 Redeemed.........................................        (581)        (550)       --        -- 
                                                   -----------  -----------  --------  -------- 
 Net Increase (Decrease)..........................         410        2,179        --        -- 
                                                   ===========  ===========  ========  ======== 

UNIT ACTIVITY INITIAL CLASS                                                                     
 Issued...........................................          --           --        40         2 
 Transferred from Separate Account No. 49.........          --           --        --        -- 
 Redeemed.........................................          --           --        (9)       -- 
                                                   -----------  -----------  --------  -------- 
 Net Increase (Decrease)..........................          --           --        31         2 
                                                   ===========  ===========  ========  ======== 

-----------                                                                     
The accompanying notes are an integral part of these financial statements.      
(a)Units from the Accumulator 11 and Retirement Cornerstone Series were         
transferred from Separate Account No. 49 into Separate Account No. 70 on  
January 1, 2013.                                                          
(c)Units were made available on November 18, 2013.                              
The -- on the Changes in Units section may represent no units issued and  
 units redeemed or units redeemed or units issued and units redeemed of less
than 500.                                                                 

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS                                                   

DECEMBER 31, 2014                                                               

1. Organization                                                                 

AXA Equitable Life Insurance Company ("AXA Equitable") Separate Account   
No. 70 ("the Account") is organized as a unit investment trust, a type of 
investment company, and is registered with the Securities and Exchange    
Commission ("SEC") under the Investment Company Act of 1940 (the "1940    
 Act"). The Account follows the investment company and reporting guidance of
the Financial Accounting Standards Board Accounting Standards Codification
Topic 946 - Investment Companies, which is part of accounting principles  
  generally accepted in the United States of America ("GAAP"). The Account has
Variable Investment Options, each of which invests in shares of a mutual  
fund portfolio of AIM Variable Insurance Funds (Invesco Variable Insurance
Funds), AllianceBernstein Variable Product Series Fund, Inc., American    
Century Variable Portfolios, Inc., American Funds Insurance Series, AXA   
Premier VIP Trust ("VIP"), BlackRock Variable Series Funds, Inc., Delaware
 Variable Insurance Product (VIP)/(R)/ Trust, Eaton Vance Variable Trust, EQ
Advisors Trust ("EQAT"), Federated Insurance Series, Fidelity(R) Variable 
Insurance Products Fund, First Trust Variable Insurance Trust, Franklin   
Templeton Variable Insurance Products Trust, Goldman Sachs Variable       
Insurance Trust, Guggenheim Variable Insurance Funds, Hartford, Ivy Funds 
  Variable Insurance Portfolios, Janus Aspen Series, Lazard Retirement Series,
Inc., Legg Mason Partners Variable Equity Trust, Lord Abbett Series Fund, 
Inc., MFS Variable Insurance Trusts, Neuberger Berman Advisers Management 
Trust, Northern Lights Variable Trust, PIMCO Variable Insurance Trust,    
ProFunds VP, Putnam Variable Trust, SEI Insurance Products Trust, T. Rowe 
Price Equity Series, Inc., and Van Eck VIP Trust, (collectively, "the     
Trusts"). The Trusts are open-ended investment management companies that  
sell shares of a portfolio ("Portfolio") of a mutual fund to separate     
accounts of insurance companies. Each Portfolio of the Trusts has separate
  investment objectives. These financial statements and notes are those of the
Variable Investment Options of the Account.                               

The Account consists of the following Variable Investment Options:        
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)       
.   Invesco V.I. American Franchise Fund                                  
.   Invesco V.I. Balanced-Risk Allocation Fund                            
.   Invesco V.I. Diversified Dividend Fund                                
.   Invesco V.I. Global Health Care Fund                                  
.   Invesco V.I. Global Real Estate Fund                                  
.   Invesco V.I. High Yield Fund                                          
.   Invesco V.I. International Growth Fund                                
.   Invesco V.I. Mid Cap Core Equity Fund                                 
.   Invesco V.I. Small Cap Equity Fund                                    

ALLIANCEBERNSTEIN VARIABLE PRODUCT SERIES FUND, INC.*                 
.   AllianceBernstein VPS Balanced Wealth Strategy Portfolio              
.   AllianceBernstein VPS Global Thematic Growth Portfolio                
.   AllianceBernstein VPS Growth and Income Portfolio                     
.   AllianceBernstein VPS International Growth Portfolio                  
.   AllianceBernstein VPS Real Estate Investment Portfolio                
.   AllianceBernstein VPS Small/Mid Cap Value Portfolio                   

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.                            
.   American Century VP Inflation Protection Fund                         
.   American Century VP Large Company Value                               
.   American Century VP Mid Cap Value Fund                                

AMERICAN FUNDS INSURANCE SERIES(R)                                    
.   American Funds Insurance Series(R) Asset Allocation Fund/SM/          
.   American Funds Insurance Series(R) Bond Fund/SM/                      
.   American Funds Insurance Series(R) Global Growth Fund/SM/             
 .   American Funds Insurance Series(R) Global Small Capitalization Fund/SM/
.   American Funds Insurance Series(R) Growth-Income Fund/SM/             
.   American Funds Insurance Series(R) International Growth and Income    
Fund/SM/                                                          
   .   American Funds Insurance Series(R) Managed Risk Asset Allocation Fund/SM/
.   American Funds Insurance Series(R) New World Fund(R)                  

AXA PREMIER VIP TRUST*                                                
.   AXA Aggressive Allocation                                             
.   AXA Moderate Allocation                                               
.   AXA Moderate-Plus Allocation                                          
.   Charter/SM/ Aggressive Growth                                         
.   Charter/SM/ Alternative 100 Conservative Plus                         
.   Charter/SM/ Alternative 100 Growth                                    
.   Charter/SM/ Alternative 100 Moderate                                  
.   Charter/SM/ Conservative                                              
.   Charter/SM/ Equity                                                    
.   Charter/SM/ Fixed Income                                              
.   Charter/SM/ Growth                                                    
.   Charter/SM/ Income Strategies                                         
.   Charter/SM/ Interest Rate Strategies                                  
.   Charter/SM/ International Conservative                                
.   Charter/SM/ International Growth                                      
.   Charter/SM/ International Moderate                                    
.   Charter/SM/ Moderate                                                  
.   Charter/SM/ Moderate Growth                                           
.   Charter/sm/ Multi-Sector Bond/(1)/                                    
.   Charter/SM/ Real Assets                                               
.   Charter/sm/ Small Cap Growth/(2)/                                     
.   Charter/sm/ Small Cap Value/(3)/                                      

BLACKROCK VARIABLE SERIES FUNDS, INC.                                 
.   BlackRock Global Allocation V.I. Fund                                 
.   BlackRock Global Opportunities V.I. Fund                              
.   BlackRock Large Cap Growth V.I. Fund                                  

DELAWARE VARIABLE INSURANCE PRODUCT (VIP)(R) TRUST                    
.   Delaware VIP(R) Diversified Income Series                             
.   Delaware VIP(R) Emerging Markets Series                               
.   Delaware VIP(R) Limited-Term Diversified Income Series                

EATON VANCE VARIABLE TRUST                                            
.   Eaton Vance VT Floating-Rate Income Fund                              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

1. Organization (Continued)                                                     

EQ ADVISORS TRUST*                                                    
.   All Asset Aggressive-Alt 25                                           
.   All Asset Aggressive-Alt 50                                           
.   All Asset Aggressive-Alt 75                                           
.   All Asset Growth-Alt 20                                               
.   All Asset Moderate Growth-Alt 15                                      
.   AXA 400 Managed Volatility/(4)/                                       
.   AXA 500 Managed Volatility/(5)/                                       
.   AXA 2000 Managed Volatility/(6)/                                      
.   AXA Aggressive Strategy                                               
.   AXA Balanced Strategy                                                 
.   AXA Conservative Growth Strategy                                      
.   AXA Conservative Strategy                                             
.   AXA Global Equity Managed Volatility/(7)/                             
.   AXA Growth Strategy                                                   
.   AXA International Core Managed Volatility/(8)/                        
.   AXA International Managed Volatility/(9)/                             
.   AXA International Value Managed Volatility/(10)/                      
.   AXA Large Cap Core Managed Volatility/(11)/                           
.   AXA Large Cap Growth Managed Volatility/(12)/                         
.   AXA Large Cap Value Managed Volatility/(13)/                          
.   AXA Mid Cap Value Managed Volatility/(14)/                            
.   AXA Moderate Growth Strategy                                          
.   AXA Smartbeta Equity                                                  
.   AXA Ultra Conservative Strategy                                       
.   AXA/Franklin Balanced Managed Volatility/(15)/                        
.   AXA/Franklin Small Cap Value Managed Volatility/(16)/                 
.   AXA/Franklin Templeton Allocation Managed Volatility/(17)/            
.   AXA/Loomis Sayles Growth/(18)/                                        
.   AXA/Mutual Large Cap Equity Managed Volatility/(19)/                  
.   AXA/Templeton Global Equity Managed Volatility/(20)/                  
.   EQ/AllianceBernstein Dynamic Wealth Strategies                        
.   EQ/AllianceBernstein Short Duration Government Bond                   
.   EQ/AllianceBernstein Small Cap Growth                                 
.   EQ/BlackRock Basic Value Equity                                       
.   EQ/Boston Advisors Equity Income                                      
.   EQ/Calvert Socially Responsible                                       
.   EQ/Capital Guardian Research                                          
.   EQ/Common Stock Index                                                 
.   EQ/Convertible Securities                                             
.   EQ/Core Bond Index                                                    
.   EQ/Emerging Markets Equity PLUS                                       
.   EQ/Energy ETF                                                         
.   EQ/Equity 500 Index                                                   
.   EQ/GAMCO Mergers and Acquisitions                                     
.   EQ/GAMCO Small Company Value                                          
.   EQ/Global Bond PLUS                                                   
.   EQ/High Yield Bond                                                    
.   EQ/Intermediate Government Bond                                       
.   EQ/International Equity Index                                         
.   EQ/International ETF                                                  
.   EQ/Invesco Comstock                                                   
.   EQ/JPMorgan Value Opportunities                                       
.   EQ/Large Cap Growth Index                                             
.   EQ/Large Cap Value Index                                              
.   EQ/Low Volatility Global ETF                                          
.   EQ/MFS International Growth                                           
.   EQ/Mid Cap Index                                                      
.   EQ/Money Market                                                       
.   EQ/Morgan Stanley Mid Cap Growth                                      
.   EQ/Natural Resources PLUS                                             
.   EQ/Oppenheimer Global                                                 
.   EQ/PIMCO Global Real Return                                           
.   EQ/PIMCO Ultra Short Bond                                             
.   EQ/Quality Bond PLUS                                                  
.   EQ/Real Estate PLUS                                                   
.   EQ/Small Company Index                                                
.   EQ/T. Rowe Price Growth Stock                                         
.   EQ/UBS Growth & Income                                                
.   EQ/Wells Fargo Omega Growth                                           
.   Multimanager Aggressive Equity                                        
.   Multimanager Core Bond                                                
.   Multimanager Mid Cap Growth                                           
.   Multimanager Mid Cap Value                                            
.   Multimanager Technology                                               

FEDERATED INSURANCE SERIES                                            
.   Federated High Income Bond Fund II                                    
.   Federated Kaufmann Fund II                                            

FIDELITY(R) VARIABLE INSURANCE PRODUCTS FUND                          
.   Fidelity(R) VIP Asset Manager: Growth Portfolio                       
.   Fidelity(R) VIP Contrafund(R) Portfolio                               
.   Fidelity(R) VIP Freedom 2015 Portfolio                                
.   Fidelity(R) VIP Freedom 2020 Portfolio                                
.   Fidelity(R) VIP Freedom 2025 Portfolio                                
.   Fidelity(R) VIP Freedom 2030 Portfolio                                
.   Fidelity(R) VIP Mid Cap Portfolio                                     
.   Fidelity(R) VIP Strategic Income Portfolio                            

FIRST TRUST VARIABLE INSURANCE TRUST                                  
.   First Trust Multi Income Allocation Portfolio                         
.   First Trust/Dow Jones Dividend & Income Allocation Portfolio          

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST                  
.   Franklin Founding Funds Allocation VIP Fund/(21)/                     
.   Franklin Income VIP Fund/(22)/                                        
.   Franklin Mutual Shares VIP Fund/(23)/                                 
.   Franklin Rising Dividends VIP Fund/(24)/                              
.   Franklin Strategic Income VIP Fund/(25)/                              
.   Templeton Developing Markets VIP Fund/(26)/                           
.   Templeton Foreign VIP Fund/(27)/                                      
.   Templeton Global Bond VIP Fund/(28)/                                  
.   Templeton Growth VIP Fund/(29)/                                       

GOLDMAN SACHS VARIABLE INSURANCE TRUST                                
.   Goldman Sachs VIT Mid Cap Value Fund                                  

GUGGENHEIM VARIABLE INSURANCE FUNDS                                   
.   Guggenheim VT Global Managed Futures Strategy Fund                    
.   Guggenheim VT Multi-Hedge Strategies Fund                             

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

1. Organization (Continued)                                                     

HARTFORD                                                              
.   Hartford Capital Appreciation HLS Fund                                
.   Hartford Growth Opportunities HLS Fund                                

IVY FUNDS VARIABLE INSURANCE PORTFOLIOS                               
.   Ivy Funds VIP Asset Strategy                                          
.   Ivy Funds VIP Dividend Opportunities                                  
.   Ivy Funds VIP Energy                                                  
.   Ivy Funds VIP Global Natural Resources                                
.   Ivy Funds VIP High Income                                             
.   Ivy Funds VIP Micro Cap Growth                                        
.   Ivy Funds VIP Mid Cap Growth                                          
.   Ivy Funds VIP Science and Technology                                  
.   Ivy Funds VIP Small Cap Growth                                        

JANUS ASPEN SERIES                                                    
.   Janus Aspen Series Balanced Portfolio                                 
.   Janus Aspen Series Flexible Bond Portfolio                            
.   Janus Aspen Series Intech U.S. Low Volatility Portfolio               

LAZARD RETIREMENT SERIES, INC.                                        
.   Lazard Retirement Emerging Markets Equity Portfolio                   

LEGG MASON PARTNERS VARIABLE EQUITY TRUST                             
.   Clearbridge Variable Aggressive Growth Portfolio                      
.   Clearbridge Variable Equity Income Portfolio                          
.   QS Legg Mason Dynamic Multi-Strategy VIT Portfolio/(31)/              

LORD ABBETT SERIES FUND, INC.                                         
.   Lord Abbett Series Fund -- Bond Debenture Portfolio                   
.   Lord Abbett Series Fund -- Classic Stock Portfolio                    
.   Lord Abbett Series Fund -- Growth Opportunities Portfolio             

MFS(R) VARIABLE INSURANCE TRUSTS                                      
.   MFS(R) International Value Portfolio                                  
.   MFS(R) Investors Growth Stock Series                                  
.   MFS(R) Investors Trust Series                                         
.   MFS(R) Research Series                                                
.   MFS(R) Technology Portfolio                                           
.   MFS(R) Utilities Series                                               
.   MFS(R) Value Series                                                   

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST                            
.   Neuberger Berman Absolute Return Multi-Manager Portfolio              
.   Neuberger Berman International Equity Portfolio                       

NORTHERN LIGHTS VARIABLE TRUST                                        
.   7Twelve/TM/ Balanced Portfolio                                        

PIMCO VARIABLE INSURANCE TRUST                                        
.   PIMCO CommodityRealReturn(R) Strategy Portfolio                       
.   PIMCO Emerging Markets Bond Portfolio                                 
.   PIMCO Global Bond Portfolio (Unhedged)                                
.   PIMCO Global Multi-Asset Managed Allocation Portfolio/(30)/           
.   PIMCO Real Return Portfolio                                           
.   PIMCO Total Return Portfolio                                          

PROFUNDS VP                                                           
.   ProFund VP Bear                                                       
.   ProFund VP Biotechnology                                              

PUTNAM VARIABLE TRUST                                                 
.   Putnam VT Absolute Return 500 Fund                                    
.   Putnam VT Diversified Income Fund                                     

SEI INSURANCE PRODUCTS TRUST                                          
.   SEI VP Balanced Strategy Fund                                         
.   SEI VP Conservative Strategy Fund                                     
.   SEI VP Market Growth Strategy Fund                                    
.   SEI VP Market Plus Strategy Fund                                      
.   SEI VP Moderate Strategy Fund                                         

T. ROWE PRICE EQUITY SERIES, INC.                                     
.   T. Rowe Price Equity Income Portfolio-II                              
.   T. Rowe Price Health Sciences Portfolio-II                            

VAN ECK VIP TRUST                                                     
.   Van Eck VIP Global Hard Assets Fund                                   
.   Van Eck VIP Unconstrained Emerging Markets Bond Fund                  

  * An affiliate of AXA Equitable providing advisory and other services to one
   or more Portfolios of this Trust, as further described in Note 5 of these
financial statements.                                                 
  Note: Separate Account No. 70 also includes four Variable Investment Options
that have not been offered to the public and for which the financial      
statements have not been included herein.                                 

(1)Formerly known as Multimanager Multi-Sector Bond.                        
(2)Formerly known as Multimanager Small Cap Growth.                         
(3)Formerly known as Multimanager Small Cap Value.                          
(4)Formerly known as AXA Tactical Manager 400.                              
(5)Formerly known as AXA Tactical Manager 500.                              
(6)Formerly known as AXA Tactical Manager 2000.                             
(7)Formerly known as EQ/Global Multi-Sector Equity.                         
(8)Formerly known as EQ/International Core PLUS.                            
(9)Formerly known as AXA Tactical Manager International.                    
(10)Formerly known as EQ/International Value PLUS.                            
(11)Formerly known as EQ/Large Cap Core PLUS.                                 
(12)Formerly known as EQ/Large Cap Growth PLUS.                               
(13)Formerly known as EQ/Large Cap Value PLUS.                                
(14)Formerly known as EQ/Mid Cap Value PLUS.                                  
(15)Formerly known as EQ/Franklin Core Balanced.                              
(16)Formerly known as EQ/AXA Franklin Small Cap Value Core.                   

(17)Formerly known as EQ/Franklin Templeton Allocation.                       
(18)Formerly known as EQ/Montag & Caldwell Growth.                            
(19)Formerly known as EQ/Mutual Large Cap Equity.                             
(20)Formerly known as EQ/Templeton Global Equity.                             
(21)Formerly known as Franklin Templeton VIP Founding Funds Allocation Fund.  
(22)Formerly known as Franklin Income Securities Fund.                        
(23)Formerly known as Mutual Shares Securities Fund.                          
(24)Formerly known as Franklin Rising Dividends Securities Fund.              
(25)Formerly known as Franklin Strategic Income Securities Fund.              
(26)Formerly known as Templeton Developing Markets Securities Fund.           
(27)Formerly known as Templeton Foreign Securities Fund.                      
(28)Formerly known as Templeton Global Bond Securities Fund.                  
(29)Formerly known as Templeton Growth Securities Fund.                       
(30)Formerly known as PIMCO VIT Global Multi-Asset Portfolio.                 
(31)Formerly known as Legg Mason Multi-Strategy VIT Portfolio.                

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

1. Organization (Concluded)                                                     

The Account is used to fund benefits for variable annuities issued by AXA 
Equitable for the Accumulator and the Retirement Cornerstone Series       
 (collectively, the "Contracts"). These annuities in the Accumulator Series,
 Investment Edge and Retirement Cornerstone Series are offered with the same
 Variable Investment Options for use as a nonqualified annuity for after-tax
contributions only, or when used as an investment vehicle for certain     
 qualified plans, an individual retirement annuity or a tax-shelter annuity.
The Accumulator and Retirement Cornerstone Series of annuities are offered
under group and individual variable annuity forms.                        

Under applicable insurance law, the assets and liabilities of the Account 
are clearly identified and distinguished from AXA Equitable's other assets
and liabilities. All Contracts are issued by AXA Equitable. The assets of 
the Account are the property of AXA Equitable. However, the portion of the
Account's assets attributable to the Contracts will not be chargeable with
liabilities arising out of any other business AXA Equitable may conduct.  

The amount retained by AXA Equitable in the Account arises primarily from 
(1) contributions from AXA Equitable, (2) mortality and expense risk      
charges, 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 attributable to accumulation units. Amounts      
retained by AXA Equitable are not subject to charges for mortality and    
 expense risks, asset-based administration charges and distribution charges.
Amounts retained by AXA Equitable in the Account may be transferred at any
time by AXA Equitable to its General Account ("General Account").         

Each of the Variable Investment Options of the Account bears indirect     
exposure to the market, credit, and liquidity risks of the Portfolio in   
  which it invests. These financial statements and footnotes should be read in
  conjunction with the financial statements and footnotes of the Portfolios of
 the Trusts, which are distributed by AXA Equitable to the Contractowners of
the Variable Investment Options of the Account.                           

In the normal course of business, AXA Equitable on behalf of the Variable 
Investment Options may have agreements to indemnify another party under   
given circumstances. The maximum exposure under these arrangements is     
 unknown as this would involve future claims that may be, but have not been,
made against the Variable Investment Options of the Account. Based on     
experience, the risk of material loss is expected to be remote.           

2. Significant Accounting Policies                                              

 The accompanying financial statements are prepared in conformity with 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:                                                              

Investments are made in shares of the Portfolios and are valued at the    
reported net asset values per share of the respective Portfolios. The net 
asset value is determined by the Trusts using the fair value of the       
underlying assets of the Portfolio less liabilities.                      

INVESTMENT TRANSACTIONS AND INVESTMENT INCOME:                            

 Investment transactions are recorded on the trade date. Dividend income and
distributions of net realized gains from the Portfolios are recorded and  
 automatically reinvested on the ex-dividend date. Realized gains and losses
  include (1) gains and losses on redemptions of investments in the Portfolios
(determined on the identified cost basis) and (2) distributions of net    
realized gains on investment transactions of the Portfolios.              

DUE TO AND DUE FROM:                                                      

Receivable/payable for policy-related transactions represent amounts due  
to/from AXA Equitable's General Account primarily related to premiums,    
surrenders, death benefits and amounts transferred among the various      
Portfolios by Contractowners. Receivable/payable for shares of the        
Portfolios sold/purchased represent unsettled trades.                     

CONTRACT PAYMENTS AND TRANSFERS:                                          

Payments received from Contractowners represent participant contributions 
under the Contracts (but exclude amounts allocated to the guaranteed      
interest account, reflected in the General Account) reduced by deductions 
and charges, including premium charges, as applicable, and state premium  
taxes. Contractowners may allocate amounts in their individual accounts to
  Variable Investment Options of the Account and/or to the guaranteed interest
  account of AXA Equitable's General Account, and/or fixed maturity options of
Separate Account No. 46.                                                  

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

2. Significant Accounting Policies (Concluded)                                  

Transfers between Variable Investment Options including the guaranteed    
interest account, net, are amounts that participants have directed to be  
moved among Portfolios, including permitted transfers to and from the     
guaranteed interest account and the fixed maturity options of Separate    
 Account No. 46. The net assets of any Variable Investment Option may not be
less than the aggregate value of the Contractowner accounts allocated to  
that Variable Investment Option. AXA Equitable is required by state       
insurance laws to set aside additional assets in AXA Equitable's General  
Account to provide for other policy benefits. AXA Equitable's General     
Account is subject to creditor rights.                                    

Redemptions for contract benefits and terminations are payments to        
participants and beneficiaries made under the terms of the Contracts and  
  amounts that participants have requested to be withdrawn and paid to them or
applied to the purchase of annuities. Withdrawal charges, if any, are     
  included in Redemptions for contract benefits and terminations to the extent
that such charges apply to the contracts. Administrative charges, if any, 
  are included in Contract maintenance charges to the extent that such charges
apply to the Contracts.                                                   

TAXES:                                                                    

 The operations of the Account are included in the federal income tax return
of AXA Equitable which is taxed as a life insurance company under the     
 provisions of the Internal Revenue Code. 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 AXA Equitable
is expected to affect the unit value of Contracts participating in the    
Account. Accordingly, no provision for income taxes is required. However, 
AXA Equitable retains the right to charge for any federal income tax which
is attributable to the Account if the law is changed.                     

3. Fair Value Disclosures                                                       

Under GAAP, fair value is the price that would be received for an asset or
paid to transfer a liability (an exit price) in the principal or most     
advantageous market for the asset or liability in an orderly transaction  
  between market participants on the measurement date. GAAP also establishes a
fair value hierarchy that requires an entity to maximize the use of       
  observable inputs and minimize the use of unobservable inputs when measuring
fair value, and identifies three levels of inputs that may be used to     
measure fair value:                                                       

  Level 1 - Quoted prices for identical assets in active markets. Level 1 fair
values generally are supported by market transactions that occur with     
  sufficient frequency and volume to provide pricing information on an ongoing
basis.                                                                    

  Level 2 - Observable inputs other than Level 1 prices, such as quoted prices
 for similar assets quoted prices in markets that are not active, and inputs
to model-derived valuations that are not directly observable or can be    
corroborated by observable market data.                                   

 Level 3 - Unobservable inputs supported by little or no market activity and
 often requiring significant judgment or estimation, such as an entity's own
assumptions about the cash flows or other significant components of value 
that market participants would use in pricing the asset or liability.     

 All investments of each Variable Investment Option of the Account have been
 classified as Level 1. There were no transfers between Level 1, Level 2 and
Level 3 during the year.                                                  

4. Purchases and Sales of Portfolios                                            

The cost of purchases and proceeds from sales of Portfolios for the year  
ended December 31, 2014 were as follows:                                  

                                                                [Download Table]

                                                           PURCHASES     SALES   
                                                          ----------- -----------
                                                                                 
7Twelve/TM/ Balanced Portfolio........................... $43,644,792 $10,489,734
All Asset Aggressive-Alt 25..............................   5,461,311     676,894
All Asset Aggressive-Alt 50..............................     428,325      22,657
All Asset Aggressive-Alt 75..............................     636,973      27,516
All Asset Growth-Alt 20..................................   4,673,183   1,780,053
All Asset Moderate Growth-Alt 15.........................   7,021,276     574,322
AllianceBernstein VPS Balanced Wealth Strategy Portfolio.   1,379,371   1,070,546
AllianceBernstein VPS Global Thematic Growth Portfolio...      18,000           8
AllianceBernstein VPS Growth and Income Portfolio........      10,558       5,658
AllianceBernstein VPS International Growth Portfolio.....   2,351,670     995,908
AllianceBernstein VPS Real Estate Investment Portfolio...     101,251         117
AllianceBernstein VPS Small/Mid Cap Value Portfolio......     143,402       1,029

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

4. Purchases and Sales of Portfolios (Continued)                                

                                                        [Enlarge/Download Table]

                                                                               PURCHASES       SALES    
                                                                             -------------- ------------
                                                                                                        
American Century VP Inflation Protection Fund............................... $    2,237,850 $    115,277
American Century VP Large Company Value.....................................        742,888      775,668
American Century VP Mid Cap Value Fund......................................     21,371,005    4,326,896
American Funds Insurance Series(R) Asset Allocation Fund/SM/................      7,645,143      274,563
American Funds Insurance Series(R) Bond Fund/SM/............................      9,409,186      507,689
American Funds Insurance Series(R) Global Growth Fund/SM/...................      1,442,412      148,726
American Funds Insurance Series(R) Global Small Capitalization Fund/SM/.....      6,128,016    1,061,059
American Funds Insurance Series(R) Growth-Income Fund/SM/...................      1,667,261      199,650
American Funds Insurance Series(R) International Growth and Income Fund/SM/.      2,084,333      419,863
American Funds Insurance Series(R) Managed Risk Asset Allocation Fund/SM/...      4,436,603    1,086,089
American Funds Insurance Series(R) New World Fund(R)........................     18,740,726    2,218,413
AXA 400 Managed Volatility..................................................      9,752,791   11,626,055
AXA 500 Managed Volatility..................................................     21,209,481   33,103,385
AXA 2000 Managed Volatility.................................................     11,956,836   10,701,529
AXA Aggressive Allocation...................................................      4,087,977    2,987,856
AXA Aggressive Strategy.....................................................    862,323,829   42,406,467
AXA Balanced Strategy.......................................................    682,443,575  130,137,169
AXA Conservative Growth Strategy............................................    315,329,012  103,176,878
AXA Conservative Strategy...................................................    224,872,493  120,803,066
AXA Global Equity Managed Volatility........................................      3,851,806    2,243,068
AXA Growth Strategy.........................................................  1,056,506,436   88,327,948
AXA International Core Managed Volatility...................................      2,552,700    2,209,888
AXA International Managed Volatility........................................     17,262,818   11,738,831
AXA International Value Managed Volatility..................................      1,241,674    1,018,665
AXA Large Cap Core Managed Volatility.......................................      2,163,406    1,517,383
AXA Large Cap Growth Managed Volatility.....................................      4,176,544    3,932,047
AXA Large Cap Value Managed Volatility......................................      4,624,443    2,214,058
AXA Mid Cap Value Managed Volatility........................................      7,506,487    5,036,897
AXA Moderate Allocation.....................................................     43,365,760   16,709,007
AXA Moderate Growth Strategy................................................  1,281,078,248  276,946,454
AXA Moderate-Plus Allocation................................................     12,695,015    5,501,563
AXA Smartbeta Equity........................................................        607,644        4,308
AXA Ultra Conservative Strategy.............................................      3,836,729    1,639,272
AXA/Franklin Balanced Managed Volatility....................................      2,818,474    1,331,736
AXA/Franklin Small Cap Value Managed Volatility.............................      2,946,292    2,917,472
AXA/Franklin Templeton Allocation Managed Volatility........................      5,081,363    1,650,309
AXA/Loomis Sayles Growth....................................................      8,181,332    2,667,918
AXA/Mutual Large Cap Equity Managed Volatility..............................        998,284      449,220
AXA/Templeton Global Equity Managed Volatility..............................      5,700,642    2,419,589
BlackRock Global Allocation V.I. Fund.......................................     38,643,009   12,621,440
BlackRock Global Opportunities V.I. Fund....................................      1,654,823      144,793
BlackRock Large Cap Growth V.I. Fund........................................     13,984,050    3,907,541
Charter/SM/ Aggressive Growth...............................................      3,556,118      485,117
Charter/SM/ Alternative 100 Conservative Plus...............................      3,408,718    1,552,132
Charter/SM/ Alternative 100 Growth..........................................      2,181,345      161,068
Charter/SM/ Alternative 100 Moderate........................................      4,018,804      294,982
Charter/SM/ Conservative....................................................     10,559,093    1,468,202
Charter/SM/ Equity..........................................................      1,503,644      290,382
Charter/SM/ Fixed Income....................................................      1,761,758      572,028
Charter/SM/ Growth..........................................................     13,627,042    5,000,073
Charter/SM/ Income Strategies...............................................      3,117,955      429,687
Charter/SM/ Interest Rate Strategies........................................      6,476,959    1,792,715
Charter/SM/ International Conservative......................................        663,806       98,352
Charter/SM/ International Growth............................................        961,133      223,186

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

4. Purchases and Sales of Portfolios (Continued)                                

                                                                [Download Table]

                                                         PURCHASES      SALES    
                                                        ------------ ------------
                                                                                 
Charter/SM/ International Moderate..................... $  1,123,351 $    146,046
Charter/SM/ Moderate...................................   14,583,441    1,059,206
Charter/SM/ Moderate Growth............................    9,579,790    1,090,628
Charter/SM/ Multi-Sector Bond..........................      287,938      377,541
Charter/SM/ Real Assets................................    1,305,737      291,331
Charter/SM/ Small Cap Growth...........................    2,378,573    1,015,691
Charter/SM/ Small Cap Value............................    5,167,250    3,855,935
ClearBridge Variable Aggressive Growth Portfolio.......   11,947,446      342,603
ClearBridge Variable Equity Income Portfolio...........    3,162,951      180,118
Delaware VIP(R) Diversified Income Series..............    6,050,997      139,498
Delaware VIP(R) Emerging Markets Series................      655,580      108,450
Delaware VIP(R) Limited-Term Diversified Income Series.    5,703,787    1,386,575
Eaton Vance VT Floating-Rate Income Fund...............    7,703,522    2,204,180
EQ/AllianceBernstein Dynamic Wealth Strategies.........  752,042,984   97,250,173
EQ/AllianceBernstein Short Duration Government Bond....      560,361      227,377
EQ/AllianceBernstein Small Cap Growth..................   20,079,127    8,506,086
EQ/BlackRock Basic Value Equity........................   37,938,700    9,073,826
EQ/Boston Advisors Equity Income.......................   10,138,900    6,589,242
EQ/Calvert Socially Responsible........................      554,342      129,146
EQ/Capital Guardian Research...........................    4,597,852    3,008,461
EQ/Common Stock Index..................................   10,618,036    2,496,162
EQ/Convertible Securities..............................    3,012,458      126,272
EQ/Core Bond Index.....................................   39,871,544   37,107,956
EQ/Emerging Markets Equity PLUS........................    3,100,883    1,063,424
EQ/Energy ETF..........................................      910,068       37,045
EQ/Equity 500 Index....................................   56,718,537    9,665,715
EQ/GAMCO Mergers and Acquisitions......................    5,635,302    2,028,481
EQ/GAMCO Small Company Value...........................   64,061,596   16,025,143
EQ/Global Bond PLUS....................................    3,031,999    2,459,436
EQ/High Yield Bond.....................................    7,308,025    1,195,927
EQ/Intermediate Government Bond........................   22,245,707   22,655,012
EQ/International Equity Index..........................   16,554,105    2,172,203
EQ/International ETF...................................    2,877,696      631,461
EQ/Invesco Comstock....................................    9,395,457    6,986,632
EQ/JPMorgan Value Opportunities........................    1,781,680    1,387,947
EQ/Large Cap Growth Index..............................   13,245,099    2,376,492
EQ/Large Cap Value Index...............................   12,479,024    4,310,904
EQ/Low Volatility Global ETF...........................      873,816       31,487
EQ/MFS International Growth............................    9,667,095    3,625,588
EQ/Mid Cap Index.......................................   22,479,763    3,994,034
EQ/Money Market........................................  219,053,003  187,307,693
EQ/Morgan Stanley Mid Cap Growth.......................   25,431,726   13,056,420
EQ/Natural Resources PLUS..............................    1,942,681      538,532
EQ/Oppenheimer Global..................................   18,149,203    5,730,720
EQ/Pimco Global Real Return............................    3,893,699      747,255
EQ/Pimco Ultra Short Bond..............................   11,534,148   10,046,217
EQ/Quality Bond PLUS...................................    4,314,046    2,173,676
EQ/Real Estate PLUS....................................    5,729,654    1,475,331
EQ/Small Company Index.................................   16,046,788    7,798,150
EQ/T. Rowe Price Growth Stock..........................   34,296,182   11,531,509
EQ/UBS Growth & Income.................................    1,101,722      957,647
EQ/Wells Fargo Omega Growth............................   39,103,922   11,106,566
Federated High Income Bond Fund II.....................    5,494,147      169,394
Federated Kaufmann Fund II.............................      739,695        6,159

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

4. Purchases and Sales of Portfolios (Continued)                                

                                                        [Enlarge/Download Table]

                                                               PURCHASES     SALES   
                                                              ----------- -----------
                                                                                     
Fidelity(R) VIP Asset Manager: Growth Portfolio.............. $   171,690 $   450,810
Fidelity(R) VIP Contrafund(R) Portfolio......................  36,720,668   9,818,769
Fidelity(R) VIP Freedom 2015 Portfolio.......................      73,990     167,877
Fidelity(R) VIP Freedom 2020 Portfolio.......................      39,550      94,577
Fidelity(R) VIP Freedom 2025 Portfolio.......................      96,188     100,413
Fidelity(R) VIP Freedom 2030 Portfolio.......................     286,844      69,999
Fidelity(R) VIP Mid Cap Portfolio............................  18,682,609   4,626,163
Fidelity(R) VIP Strategic Income Portfolio...................  26,904,237   7,520,775
First Trust Multi Income Allocation Portfolio................     686,248     129,720
First Trust/Dow Jones Dividend & Income Allocation Portfolio.   6,743,958   1,349,763
Franklin Founding Funds Allocation VIP Fund..................  14,739,711   4,160,917
Franklin Income VIP Fund.....................................  44,872,709   6,672,802
Franklin Mutual Shares VIP Fund..............................   3,877,141   1,767,603
Franklin Rising Dividends VIP Fund...........................  24,656,539   4,313,521
Franklin Strategic Income VIP Fund...........................  26,659,403   5,717,158
Goldman Sachs VIT Mid Cap Value Fund.........................  16,572,574   4,116,758
Guggenheim VT Global Managed Futures Strategy Fund...........     608,039     128,574
Guggenheim VT Multi-Hedge Strategies Fund....................     116,150     106,607
Hartford Capital Appreciation HLS Fund.......................   1,794,496      32,959
Hartford Growth Opportunities HLS Fund.......................   1,652,227      71,320
Invesco V.I. American Franchise Fund.........................     621,967   1,221,434
Invesco V.I. Balanced-Risk Allocation Fund...................   2,654,019     116,018
Invesco V.I. Diversified Dividend Fund.......................   7,572,717   2,842,168
Invesco V.I. Global Health Care Fund.........................   1,976,730     932,499
Invesco V.I. Global Real Estate Fund.........................  20,309,602   4,769,066
Invesco V.I. High Yield Fund.................................  16,592,887   3,644,373
Invesco V.I. International Growth Fund.......................  14,484,455   4,417,568
Invesco V.I. Mid Cap Core Equity Fund........................   4,283,940   1,225,491
Invesco V.I. Small Cap Equity Fund...........................   6,662,367   4,212,652
Ivy Funds VIP Asset Strategy.................................  32,469,515   9,750,122
Ivy Funds VIP Dividend Opportunities.........................   4,537,902   2,170,837
Ivy Funds VIP Energy.........................................  19,276,405   5,514,758
Ivy Funds VIP Global Natural Resources.......................   3,835,821   2,776,050
Ivy Funds VIP High Income....................................  49,123,304  13,436,934
Ivy Funds VIP Micro Cap Growth...............................   2,658,587     995,365
Ivy Funds VIP Mid Cap Growth.................................  14,343,015   5,194,889
Ivy Funds VIP Science and Technology.........................  25,449,292   8,338,879
Ivy Funds VIP Small Cap Growth...............................   7,504,944   2,889,606
Janus Aspen Series Balanced Portfolio........................   4,298,836      64,345
Janus Aspen Series Flexible Bond Portfolio...................   3,403,219     247,603
Janus Aspen Intech U.S. Low Volatility Portfolio.............   1,407,229      39,310
Lazard Retirement Emerging Markets Equity Portfolio..........  25,373,817  12,047,644
Lord Abbett Series Fund -- Bond Debenture Portfolio..........  25,354,920   4,470,421
Lord Abbett Series Fund -- Classic Stock Portfolio...........   2,051,917     945,203
Lord Abbett Series Fund -- Growth Opportunities Portfolio....   1,924,418     550,232
MFS(R) International Value Portfolio.........................  41,270,988   7,457,128
MFS(R) Investors Growth Stock Series.........................   5,390,693     784,133
MFS(R) Investors Trust Series................................   3,129,616   1,156,345
MFS(R) Research Series.......................................     824,043      36,764
MFS(R) Technology Portfolio..................................   6,656,248   2,704,847
MFS(R) Utilities Series......................................  23,575,499   4,865,291
MFS(R) Value Series..........................................   3,299,419   1,007,292
Multimanager Aggressive Equity...............................   3,416,300   2,241,203
Multimanager Core Bond.......................................  26,587,418  18,707,997

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

4. Purchases and Sales of Portfolios (Concluded)                                

                                                                [Download Table]

                                                           PURCHASES     SALES   
                                                          ----------- -----------
                                                                                 
Multimanager Mid Cap Growth.............................. $ 5,270,581 $ 1,559,977
Multimanager Mid Cap Value...............................   2,620,775   1,074,216
Multimanager Technology..................................   3,896,230   2,113,954
Neuberger Berman Absolute Return Multi-Manager Portfolio.     657,094      30,257
Neuberger Berman International Equity Portfolio..........     826,417      45,579
PIMCO CommodityRealReturn(R) Strategy Portfolio..........   7,115,024   3,283,635
PIMCO Emerging Markets Bond Portfolio....................   7,803,124   4,568,972
PIMCO Global Bond Portfolio (Unhedged)...................     592,526      37,038
PIMCO Global Multi-Asset Managed Allocation Portfolio....     142,968      32,722
PIMCO Real Return Portfolio..............................  17,038,444  14,877,742
PIMCO Total Return Portfolio.............................  38,442,915  27,495,161
ProFund VP Bear..........................................   1,769,840   1,790,944
ProFund VP Biotechnology.................................  19,901,614   7,745,112
Putnam VT Absolute Return 500 Fund.......................     738,040     127,089
Putnam VT Diversified Income Fund........................   2,406,003     365,305
QS Legg Mason Dynamic Multi-Strategy VIT Portfolio.......     879,709     170,794
SEI VP Balanced Strategy Fund............................   2,507,668     218,039
SEI VP Conservative Strategy Fund........................   5,102,531     316,875
SEI VP Market Growth Strategy Fund.......................   4,830,394     336,873
SEI VP Market Plus Strategy Fund.........................   1,101,952     423,654
SEI VP Moderate Strategy Fund............................   3,997,835      71,238
T. Rowe Price Equity Income Portfolio-II.................   1,722,379      98,997
T. Rowe Price Health Sciences Portfolio-II...............  36,602,911   9,485,200
Templeton Developing Markets VIP Fund....................   3,834,701   3,241,299
Templeton Foreign VIP Fund...............................   3,882,996   1,849,832
Templeton Global Bond VIP Fund...........................  48,935,039  12,810,804
Templeton Growth VIP Fund................................     580,153     642,238
Van Eck VIP Global Hard Assets Fund......................  11,185,507   6,740,554
Van Eck VIP Unconstrained Emerging Markets Bond Fund.....     415,258      98,212

5. Expenses and Related Party Transactions                                      

The assets in each Variable Investment Option are invested in shares of a 
 corresponding Portfolio of the Trusts. Shares are offered by the Portfolios
at net asset value. Shares in which the Variable Investment Options invest
are categorized by the share class of the Portfolio. All share classes    
issued by EQAT and VIP are subject to fees for investment management and  
advisory services and other Portfolio expenses and are subject to         
 distribution fees imposed under a distribution plan (herein the "Rule 12b-1
Plans") approved by EQAT and VIP Trusts' Board of Trustees and adopted by 
the applicable Trust. The Rule 12b-1 Plans provide that the EQAT and VIP  
Trusts, on behalf of each related Portfolio, may charge a maximum annual  
distribution and/or service (12b-1) fee of 0.25% of the average daily net 
assets of a Portfolio attributable to its Class A or Class B shares in    
respect of activities primarily intended to result in the sale of the     
respective shares. The class-specific expenses attributable to the        
investment in each share class of the Portfolios in which the Variable    
Investment Option invest are borne by the specific unit classes of the    
  Variable Investment Options to which the investments are attributable. These
 fees and expenses are reflected in the net asset value of the shares of the
  Portfolios and the total returns of the Variable Investment Options, but are
not included in the expenses or expense ratios of the Variable Investment 
Options.                                                                  

AXA Equitable and its affiliates serve as investment managers of the      
  Portfolios of EQAT and VIP. Each investment manager receives management fees
for services performed in their capacity as investment manager of the     
Portfolios. Investment managers either oversee the activities of the      
investment advisors with respect to the Portfolios and are responsible for
retaining and discontinuing the services of those advisors or directly    
managing the Portfolios. Expenses of the Portfolios of EQAT and VIP       
  generally vary, depending on net asset levels for individual Portfolios, and
range from a low annual rate of 0.09% to a high of 1.37% of the average   
daily net assets of the Portfolios of EQAT and VIP. AXA Equitable, as     
investment manager of EQAT and VIP, pays expenses for providing investment
advisory services to the respective Portfolios, including the fees to the 
 advisors of each Portfolio. In addition, AXA Advisors, LLC ("AXA Advisors")
  and AXA Distributors, LLC ("Distributors"), affiliates of AXA Equitable, may
also receive distribution fees under Rule 12b-1 Plans as described above. 
These fees and expenses are reflected in the net asset value of the shares
 of the Portfolios and the total returns of the Variable Investment Options,
but are not included in the expenses or expense ratios of the Variable    
Investment Options.                                                       

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

5. Expenses and Related Party Transactions (Concluded)                          

AXA Equitable, AXA Advisors or Distributors may directly or indirectly    
receive 12b-1 fees and additional payments from certain unaffiliated      
Portfolios, their advisers, sub-advisers, distributors or affiliates, for 
  providing certain administrative, marketing, distribution and/or shareholder
support services in connection with the Variable Investment Options'      
investment in the Portfolios. These fees and payments range from 0.20% to 
  0.60% of the unaffiliated Portfolios' average daily net assets. AXA Advisors
 or Distributors may also receive payments from the advisers or sub-advisers
 of the unaffiliated Portfolios or their affiliates for certain distribution
  services, including expenses for sales meetings or seminar sponsorships that
may relate to the policies and/or the advisers' respective Portfolios.    

  AllianceBernstein L.P. ("AllianceBernstein") serves as an investment advisor
for a number of Portfolios in EQAT and VIP, including the                 
EQ/AllianceBernstein Dynamic Wealth Strategies, EQ/AllianceBernstein Short
Duration Government Bond, EQ/AllianceBerstein Small Cap Growth, EQ/Common 
Stock Index, EQ/Equity 500 Index, EQ/International Equity Index, EQ/Large 
Cap Growth Index, and EQ/Small Company Index; as well as a portion of     
  EQ/Emerging Markets Equity PLUS, EQ/Natural Resources, EQ/Quality Bond PLUS,
  EQ/Real Estate PLUS, Multimanager Aggressive Equity and Multimanager Mid Cap
Growth. AllianceBernstein is a limited partnership which is indirectly    
majority-owned by AXA Equitable and AXA Financial, Inc. (parent to AXA    
Equitable).                                                               

AXA Advisors and AXA Distributors are distributors and principal          
  underwriters of the Contracts and the Account. They are both registered with
the SEC as broker-dealers and are members of the Financial Industry       
Regulatory Authority ("FINRA").                                           

The Contracts are sold by financial professionals who are registered      
  representatives of AXA Advisors and licensed insurance agents of AXA Network
 LLC, or its subsidiaries ("AXA Network") (affiliates of AXA Equitable). AXA
Network receives commissions under its General Sales Agreement with AXA   
Equitable and its Networking Agreement with AXA Advisors. AXA Advisors    
receives service-related payments under its Supervisory and Distribution  
  Agreement with AXA Equitable. The financial professionals are compensated on
a commission basis by AXA Network. The Contracts are also sold through    
licensed insurance agencies (both affiliated and unaffiliated with AXA    
 Equitable) and their affiliated broker-dealers (who are registered with the
  SEC and members of the FINRA) that have entered into selling agreements with
 Distributors. The licensed insurance agents who sell AXA Equitable policies
for these companies are appointed as agents of AXA Equitable and are      
registered representatives of the broker-dealers under contract with      
Distributors.                                                             

6. Reorganizations                                                              

In 2014, several fund reorganizations occurred within EQAT and VIP. The   
corresponding reorganizations occurred within the Variable Investment     
  Options of the Account. The purpose of the reorganizations was to combine or
 substitute, via tax free exchanges, two Variable Investment Options managed
by AXA Equitable with comparable investment objectives.                   

 In June 2014, pursuant to a Plan of Reorganization and Termination, mergers
were approved by shareholders, whereby, certain Portfolios of EQ Advisors 
Trust and AXA Premier VIP Trust (the "Removed Portfolios") exchanged      
substantially all of their assets and liabilities for equivalent interests
  in certain other Portfolios of EQ Advisors Trust and AXA Premier VIP Trust (
the "Surviving Portfolios"). Correspondingly, the Variable Investment     
Options that invested in the Removed Portfolios (the "Removed Investment  
 Options") were replaced with the Variable Investment Options that invest in
  the Surviving Portfolios (the "Surviving Investment Options"). The shares in
 the Removed Investment Options were replaced with either Class A or Class B
 shares in the Surviving Investment Options within the same product and with
similar contract charge applicable to each policy holder. For accounting  
purposes reorganizations which occurred in 2014 were treated as mergers.  

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

6. Reorganizations (Continued)                                                  

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------
                            REMOVED PORTFOLIO                 SURVIVING PORTFOLIO             
----------------------------------------------------------------------------------------------
 JUNE 13, 2014              EQ/DAVIS NEW YORK VENTURE         EQ/INVESCO COMSTOCK             
                            EQ/LORD ABBETT LARGE CAP CORE                                     
----------------------------------------------------------------------------------------------
                            EQ/DAVIS NEW YORK VENTURE                                         
                                                                                              
Shares -- Class A              1,325,445                                                      
Value -- Class A            $      13.87                                                      
Net Assets Before Merger    $ 18,378,274                                                      
Net Assets After Merger     $         --                                                      
Shares -- Class B                312,055                                                      
Value -- Class B            $      13.86                                                      
Net Assets Before Merger    $  4,325,586                                                      
Net Assets After Merger     $         --                                                      
Unrealized Gain             $  4,473,179                                                      

                            EQ/LORD ABBETT LARGE CAP CORE                                     
Shares -- Class A                                               1,610,090                     
Value -- Class A                                              $     14.81                     
Net Assets Before Merger                                      $ 5,461,185                     
Net Assets After Merger     $         --                      $23,839,459                     
Shares -- Class B                127,414                          622,605                     
Value -- Class B            $      12.96                            14.82                     
Net Assets Before Merger    $  1,651,457                        3,248,997                     
Net Assets After Merger     $         --                      $ 9,226,040                     
Unrealized Gain             $     21,265                                                      
----------------------------------------------------------------------------------------------
 JUNE 13, 2014              MULTIMANAGER INTERNATIONAL EQUITY AXA INTERNATIONAL CORE MANAGED  
                                                              VOLATILITY                      
----------------------------------------------------------------------------------------------
Shares -- Class A                                                 194,695                     
Value -- Class A                                              $     10.79                     
Net Assets Before Merger                                      $ 1,097,300                     
Net Assets After Merger     $         --                      $ 2,101,440                     
Shares -- Class B                408,217                          770,401                     
Value -- Class B            $      12.18                      $     10.81                     
Net Assets Before Merger    $  4,973,944                      $ 4,355,453                     
Net Assets After Merger     $         --                      $ 8,325,257                     
Unrealized Gain             $    739,356                                                      
----------------------------------------------------------------------------------------------
 JUNE 13, 2014              MULTIMANAGER LARGE CAP VALUE      AXA LARGE CAP VALUE MANAGED     
                                                              VOLATILITY                      
----------------------------------------------------------------------------------------------
Shares -- Class A                                                 195,543                     
Value -- Class A                                              $     15.21                     
Net Assets Before Merger                                      $ 1,356,988                     
Net Assets After Merger     $         --                      $ 2,973,266                     
Shares -- Class B                580,607                          810,737                     
Value -- Class B            $      14.18                      $     15.17                     
Net Assets Before Merger    $  8,230,514                      $ 5,684,603                     
Net Assets After Merger     $         --                      $12,298,839                     
Unrealized Gain             $  1,683,171                                                      
----------------------------------------------------------------------------------------------
 JUNE 20, 2014              EQ/EQUITY GROWTH PLUS             AXA LARGE CAP GROWTH MANAGED    
                                                              VOLATILITY                      
----------------------------------------------------------------------------------------------
Shares -- Class B                309,165                          607,429                     
Value -- Class B            $      21.71                      $     25.54                     
Net Assets Before Merger    $  6,712,640                      $ 8,803,729                     
Net Assets After Merger     $         --                      $15,516,369                     
Unrealized Gain             $  1,457,208                                                      

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

6. Reorganizations (Continued)                                                  

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------
 JUNE 20, 2014              MULTIMANAGER LARGE CAP CORE EQUITY AXA LARGE CAP CORE MANAGED  
                                                               VOLATILITY                  
-------------------------------------------------------------------------------------------
                                                                                           
Shares -- Class B              229,932                            783,100                  
Value -- Class B            $    15.08                         $     9.21                  
Net Assets Before Merger    $3,467,955                         $3,748,576                  
Net Assets After Merger     $       --                         $7,216,531                  
Unrealized Gain             $  797,367                                                     

 On January 1, 2013 Separate Account No. 70 participated in a reorganization
in which certain new and existing Variable Investment Options of Separate 
 Account No. 70 received assets and liabilities attributable to the units of
 the Variable Investment Options of Separate Account No. 49, associated with
the Contracts of the Retirement Cornerstone Series, Retirement Cornerstone
  11 Series, and Accumulator 11 Series ("Transferred Contract Units"). In this
reorganization, the assets and liabilities, attributable to Transferred   
 Contract Units were received by the corresponding existing and new Variable
  Investment Options of Separate, Account No. 70 in exchange for units of such
Variable Investment Options of the same unit class with an equivalent     
aggregate net unit value.                                                 

The units and the aggregate value of the units issued by the Variable     
Investment Option of Separate Account No. 70 in connection with the       
reorganization were as follows:                                           

                                                        [Enlarge/Download Table]

                                                                                 ACCUMULATED UNIT VALUE   
                                                                                TRANSFERRED TO SEPARATE   
                                                                      UNITS   ACCOUNT NO. 49 FROM SEPARATE
FUND                                                      SHARE CLASS (000S)     ACCOUNT NO. 70 (000S)    
----                                                      ----------- ------- ----------------------------
                                                                                                          
All Asset Growth-Alt 20..................................     A           430          $    5,228         
AllianceBernstein VPS Balanced Wealth Strategy Portfolio.     B           263               3,080         
AllianceBernstein VPS International Growth Portfolio.....     B           455               4,810         
American Century VP Large Company Value..................  Class II       128               1,609         
American Century VP Mid Cap Value Fund...................  Class II       700               9,642         
AXA 400 Managed Volatility...............................     B         4,831              63,469         
AXA 500 Managed Volatility...............................     B        12,549             152,429         
AXA 2000 Managed Volatility..............................     B         5,328              69,819         
AXA Aggressive Allocation................................     A         1,252              14,751         
AXA Balanced Strategy....................................     B        63,621             744,243         
AXA Conservative Growth Strategy.........................     B        34,074             389,730         
AXA Conservative Strategy................................     B        24,526             269,970         
AXA Global Equity Managed Volatility.....................     A           345               3,856         
AXA Global Equity Managed Volatility.....................     B           223               4,731         
AXA Growth Strategy......................................     B        26,085             339,000         
AXA International Core Managed Volatility................     A           250               2,555         
AXA International Core Managed Volatility................     B           236               3,137         
AXA International Value Managed Volatility...............     B        11,384             111,588         
AXA Mid Cap Value Managed Volatility.....................     A            57                 764         
AXA Mid Cap Value Managed Volatility.....................     B           196               3,077         
AXA Moderate Allocation..................................     A         3,113              35,344         
AXA Moderate Growth Strategy.............................     B       178,809           2,092,361         
AXA Moderate-PLUS Allocation.............................     A         2,787              32,275         
AXA Ultra Conservative Strategy..........................     B            19                 193         
AXA/Franklin Balanced Managed Volatility.................     A           133               1,638         
AXA/Franklin Balanced Managed Volatility.................     B           306               3,289         
AXA/Franklin Small Cap Value Managed Volatility..........     A           163               2,174         
AXA/Franklin Small Cap Value Managed Volatility..........     B           494               4,999         
AXA/Franklin Templeton Allocation Managed Volatility.....     A           100               1,186         
AXA/Franklin Templeton Allocation Managed Volatility.....     B           383               3,320         
AXA/Loomis Sayles Growth.................................     A           664               8,237         
AXA/Loomis Sayles Growth.................................     B           132               1,571         
AXA/Mutual Large Cap Equity Managed Volatility...........     A            85               1,023         
AXA/Mutual Large Cap Equity Managed Volatility...........     B           101                 954         
AXA/Templeton Global Equity Managed Volatility...........     A           157               1,810         
AXA/Templeton Global Equity Managed Volatility...........     B           753               6,868         

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

6. Reorganizations (Continued)                                                  

                                                        [Enlarge/Download Table]

                                                                           ACCUMULATED UNIT VALUE   
                                                                          TRANSFERRED TO SEPARATE   
                                                                 UNITS  ACCOUNT NO. 49 FROM SEPARATE
FUND                                               SHARE CLASS   (000S)    ACCOUNT NO. 70 (000S)    
----                                             --------------- ------ ----------------------------
                                                                                                    
BlackRock Global Allocation V.I. Fund...........    Class III     3,309           $ 37,203          
BlackRock Large Cap Growth V.I. Fund............    Class III       490              6,031          
Charter/SM/ Multi-Sector Bond...................        B           186              2,430          
Charter/SM/ Small Cap Growth....................        B           693              4,130          
Charter/SM/ Small Cap Value.....................        B           302              4,320          
EQ/AllianceBernstein Dynamic Wealth Strategies..        B        33,559            338,570          
EQ/AllianceBernstein Small Cap Growth...........        A           408              6,446          
EQ/AllianceBernstein Small Cap Growth...........        B           367              6,970          
AXA International Value Managed Volatility......        A           371              3,701          
AXA Large Cap Core Managed Volatility...........        B           138              1,627          
AXA Large Cap Value Managed Volatility..........        A           126              1,541          
AXA Large Cap Value Managed Volatility..........        B           237              2,760          
AXA Large Growth Managed Volatility.............        A           147              1,825          
AXA Large Growth Managed Volatility.............        B           388              5,822          
EQ/BlackRock Basic Value Equity.................        A         2,719             33,524          
EQ/Boston Advisors Equity Income................        A           438              5,808          
EQ/Boston Advisors Equity Income................        B           840              3,486          
EQ/Calvert Socially Responsible.................        B            63                655          
EQ/Capital Guardian Research....................        A           146              2,072          
EQ/Capital Guardian Research....................        B           242              3,368          
EQ/Common Stock Index...........................        A           223              2,984          
EQ/Core Bond Index..............................        B        26,138            285,770          
EQ/Equity 500 Index.............................        A         1,409             18,589          
EQ/GAMCO Mergers and Acquisitions...............        A           440              5,037          
EQ/GAMCO Small Company Value....................        A         3,452             53,045          
EQ/Global Bond PLUS.............................        A           420              4,579          
EQ/Global Bond PLUS.............................        B           369              4,578          
EQ/Intermediate Government Bond.................        B        12,015            128,831          
EQ/International Equity Index...................        A           244              2,520          
EQ/International ETF............................        A           301              3,191          
EQ/Invesco Comstock.............................        A           185              2,431          
EQ/Invesco Comstock.............................        B            97              1,119          
EQ/JPMorgan Value Opportunities.................        A           293              3,572          
EQ/JPMorgan Value Opportunities.................        B            98              1,311          
EQ/Large Cap Growth Index.......................        A           408              5,559          
EQ/Large Cap Value Index........................        A           195              2,562          
EQ/MFS International Growth.....................        A           454              5,464          
EQ/MFS International Growth.....................        B           449              4,978          
EQ/Mid Cap Index................................        A           368              5,341          
EQ/Money Market.................................        A         2,080             19,879          
EQ/Money Market.................................        B         1,258             19,160          
EQ/Morgan Stanley Mid Cap Growth................        A         1,342             17,512          
EQ/Morgan Stanley Mid Cap Growth................        B           590              9,649          
EQ/Oppenheimer Global...........................        A           849             10,538          
EQ/Oppenheimer Global...........................        B           287              3,199          
EQ/PIMCO Ultra Short Bond.......................        A         1,581             15,507          
EQ/PIMCO Ultra Short Bond.......................        B           127              1,248          
EQ/Quality Bond PLUS............................        B         1,489             18,634          
EQ/Small Company Index..........................        A           309              4,462          
EQ/T. Rowe Price Growth Stock...................        A         1,130             15,272          
EQ/T. Rowe Price Growth Stock...................        B           734              8,074          
EQ/UBS Growth & Income..........................        B           675              2,751          
EQ/Wells Fargo Omega Growth.....................        B         2,020             23,148          
Fidelity(R) VIP Asset Manager: Growth Portfolio. Service Class 2     78                956          
Fidelity(R) VIP Contrafund(R) Portfolio......... Service Class 2  2,364             30,979          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

6. Reorganizations (Continued)                                                  

                                                        [Enlarge/Download Table]

                                                                                   ACCUMULATED UNIT VALUE   
                                                                                  TRANSFERRED TO SEPARATE   
                                                                         UNITS  ACCOUNT NO. 49 FROM SEPARATE
FUND                                                       SHARE CLASS   (000S)    ACCOUNT NO. 70 (000S)    
----                                                     --------------- ------ ----------------------------
                                                                                                            
Fidelity(R) VIP Freedom 2015 Portfolio.................. Service Class 2    70            $   745           
Fidelity(R) VIP Freedom 2020 Portfolio.................. Service Class 2    65                686           
Fidelity(R) VIP Freedom 2025 Portfolio.................. Service Class 2    34                359           
Fidelity(R) VIP Freedom 2030 Portfolio.................. Service Class 2    31                322           
Fidelity(R) VIP Mid Cap Portfolio....................... Service Class 2   994             12,706           
Fidelity(R) VIP Strategic Income Portfolio.............. Service Class 2 2,015             24,497           
Franklin Founding Funds Allocation VIP Fund.............     Class 2       158              1,847           
Franklin Income VIP Fund................................     Class 2       795              9,657           
Franklin Mutual Shares VIP Fund.........................     Class 2       593              6,989           
Franklin Strategic Income VIP Fund......................     Class 2     1,359             16,934           
Goldman Sachs VIT Mid Cap Value Fund.................... Service Shares    597              8,246           
Guggenheim VT Global Managed Futures Strategy Fund......  Common Shares     82                646           
Guggenheim VT Multi-Hedge Strategies Fund...............  Common Shares     60                565           
Invesco V.I. Diversified Dividend Fund..................    Series II      179              2,187           
Invesco V.I. Global Real Estate Fund....................    Series II    1,830             25,034           
Invesco V.I. High Yield Fund............................    Series II      401              4,476           
Invesco V.I. International Growth Fund..................    Series II    1,047             12,414           
Invesco V.I. Mid Cap Core Equity Fund...................    Series II      278              3,258           
Invesco V.I. Small Cap Equity Fund......................    Series II      219              3,223           
Invesco V.I. American Franchise Fund....................    Series II       27                367           
Ivy Funds VIP Asset Strategy............................  Common Shares  1,025             10,827           
Ivy Funds VIP Dividend Opportunities....................  Common Shares    736              8,977           
Ivy Funds VIP Energy....................................  Common Shares    885              9,829           
Ivy Funds VIP Global Natural Resources..................  Common Shares    915              8,488           
Ivy Funds VIP High Income...............................  Common Shares  2,440             34,445           
Ivy Funds VIP Mid Cap Growth............................  Common Shares    988             14,646           
Ivy Funds VIP Science And Technology....................  Common Shares    759             10,482           
Ivy Funds VIP Small Cap Growth..........................  Common Shares    490              6,004           
Lazard Retirement Emerging Markets Equity Portfolio..... Service Shares  3,427             41,109           
Lord Abbett Series Fund--Bond Debenture Portfolio.......    VC Shares      210              2,338           
Lord Abbett Series Fund--Classic Stock Portfolio........    VC Shares      157              1,553           
Lord Abbett Series Fund--Growth Opportunities Portfolio.    VC Shares      118              1,105           
MFS(R) International Value Portfolio....................  Service Class  1,708             20,430           
MFS(R) Investors Growth Stock Series....................  Service Class    309              4,049           
MFS(R) Investors Trust Series...........................  Service Class    286              3,637           
MFS(R) Technology Portfolio.............................  Service Class    351              4,792           
MFS(R) Utilities Series.................................  Service Class    652              8,997           
Multimanager Aggressive Equity..........................        B          302              4,626           
Multimanager Core Bond..................................        B        4,216             58,877           
Multimanager Mid Cap Growth.............................        B          336              4,630           
Multimanager Mid Cap Value..............................        B          226              3,490           
Multimanager Technology.................................        B          385              5,150           
PIMCO CommodityRealReturn(R) Strategy Portfolio.........  Advisor Class  1,225             14,964           
PIMCO Emerging Markets Bond Portfolio...................  Advisor Class  1,069             14,404           
PIMCO Real Return Portfolio.............................  Advisor Class  4,008             50,076           
PIMCO Total Return Portfolio............................  Advisor Class  6,826             79,789           
Profund VP Bear.........................................  Common ShareS    123                709           
Profund VP Biotechnology................................  Common Shares    278              4,227           

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

6. Reorganizations (Concluded)                                                  

                                                        [Enlarge/Download Table]

                                                                     ACCUMULATED UNIT VALUE   
                                                                    TRANSFERRED TO SEPARATE   
                                                           UNITS  ACCOUNT NO. 49 FROM SEPARATE
FUND                                         SHARE CLASS   (000S)    ACCOUNT NO. 70 (000S)    
----                                        -------------- ------ ----------------------------
                                                                                              
T. Rowe Price Health Sciences Portfolio-II.    Class II      635            $ 10,684          
Templeton Developing Markets VIP Fund......    Class 2       462               5,098          
Templeton Foreign VIP Fund.................    Class 2       459               5,072          
Templeton Global Bond VIP Fund.............    Class 2     4,782              60,048          
Templeton Growth VIP Fund..................    Class 2       105               1,182          
Van Eck VIP Global Hard Assets Fund........ Class S Shares 1,800              19,612          

7. Contractowner 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.   
These charges are reflected as "Asset-based Charges" in the Statement of  
Operations. Under the Contracts, AXA Equitable charges the account for the
following:                                                                

                                                        [Enlarge/Download Table]

                                                        ASSET-BASED                 CURRENT   MAXIMUM 
                                         MORTALITY AND ADMINISTRATION DISTRIBUTION AGGREGATE AGGREGATE
                                         EXPENSE RISKS     CHARGE        CHARGE     CHARGE    CHARGE  
                                         ------------- -------------- ------------ --------- ---------
                                                                                                      

Accumulator 11.0 -- Series B............     0.80%          0.30%         0.20%      1.30%     1.30%  

Accumulator 11.0 -- Series CP...........     0.95%          0.35%         0.25%      1.55%     1.55%  

Accumulator 11.0 -- Series L............     1.10%          0.30%         0.25%      1.65%     1.65%  

Accumulator 11.0 -- Series C............     1.10%          0.25%         0.35%      1.70%     1.70%  

Accumulator 13.0 -- Series B............     0.80%          0.30%         0.20%      1.30%     1.30%  

Accumulator 13.0 -- Series CP...........     1.05%          0.35%         0.25%      1.65%     1.65%  

Accumulator 13.0 -- Series L............     1.10%          0.35%         0.25%      1.70%     1.70%  

Investment Edge.........................     0.70%          0.30%         0.20%      1.20%     1.20%  

Investment Edge ADV.....................     0.20%          0.10%         0.00%      0.30%     0.30%  

Investment Edge Select..................     0.75%          0.30%         0.20%      1.25%     1.25%  

Retirement Cornerstone Series CP........     0.95%          0.35%         0.25%      1.55%     1.55%  

Retirement Cornerstone Series B.........     0.80%          0.30%         0.20%      1.30%     1.30%  

Retirement Cornerstone Series L.........     1.10%          0.30%         0.25%      1.65%     1.65%  

Retirement Cornerstone Series C.........     1.10%          0.25%         0.35%      1.70%     1.70%  

Retirement Cornerstone 11 -- Series B...     0.80%          0.30%         0.20%      1.30%     1.30%  

Retirement Cornerstone 11 -- Series CP..     0.95%          0.35%         0.25%      1.55%     1.55%  

Retirement Cornerstone 11 -- Series C...     1.10%          0.25%         0.35%      1.70%     1.70%  

Retirement Cornerstone 11 -- Series L...     1.10%          0.30%         0.25%      1.65%     1.65%  

Retirement Cornerstone 11 -- Series ADV.     0.35%          0.20%         0.10%      0.65%     0.65%  

Retirement Cornerstone 12 -- Series B...     0.80%          0.30%         0.20%      1.30%     1.30%  

Retirement Cornerstone 12 -- Series C...     1.10%          0.25%         0.35%      1.70%     1.70%  

Retirement Cornerstone 12 -- Series CP..     0.95%          0.35%         0.25%      1.55%     1.55%  

Retirement Cornerstone 12 -- Series L...     1.10%          0.30%         0.25%      1.65%     1.65%  

Retirement Cornerstone 12 -- Series ADV.     0.35%          0.20%         0.10%      0.65%     0.65%  

Retirement Cornerstone 13 -- Series B...     0.80%          0.30%         0.20%      1.30%     1.30%  

Retirement Cornerstone 13 -- Series CP..     1.05%          0.35%         0.25%      1.65%     1.65%  

Retirement Cornerstone 13 -- Series L...     1.10%          0.35%         0.25%      1.70%     1.70%  

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

7. Contractowner Charges (Continued)                                            

Included as part of "Contract Maintenance Charges" in the Statements of   
 Changes in Net Assets are certain administrative charges which are deducted
from the Contractowners account value as a redemption of units.           

The table below lists the fees charged by the Variable Investment Option  
assessed as a redemption of units. The range presented represents the fees
  that are actually assessed. Actual amounts may vary or may be zero depending
on the Contract or a Contractowner's account value. These charges are     
reflected as part of "Contractowners Transactions" in the Statement of    
Changes in Net Assets.                                                    

                                                        [Enlarge/Download Table]

                                                 WHEN CHARGE                                                                  
                CHARGES                          IS DEDUCTED                  AMOUNT DEDUCTED                HOW DEDUCTED     
                 -------                         -----------                  ---------------                 ------------    
                                                                                                                              

Charges for state premium and other       At time of transaction     Varies by state                     Applied to an annuity
applicable taxes                                                                                         payout option        

Annual Administrative charge              Annually on each contract  Depending on account value, in      Unit liquidation from
                                          date anniversary.          Years 1 to 2 lesser of $30 or 2%    account value        
                                                                     of account value, thereafter $30                         

Withdrawal charge                         At time of transaction     LOW - 0%                            Unit liquidation from
                                                                                                         account value        

                                                                     HIGH - 8% in contract years 1 and                        
                                                                     2. The charge declines 1% each                           
                                                                     contract year until it reaches 0%                        
                                                                     in contract year 10.                                     

                                                                     *  Note - Depending on the                               
                                                                        contract and/or certain                               
                                                                        elections made under the                              
                                                                        contract, the withdrawal charge                       
                                                                        may or may not apply.                                 

Charge for each additional transfer in    At time of transaction     Maximum Charge $35                  Unit liquidation from
excess of 12 transfers per contract year                             Current Charge $0                   account value        

Special service charges                                                                                                       

Express mail charge                       At time of transaction     Current and Maximum Charge: $35     Unit liquidation from
                                                                                                         account value        

Wire transfer charge                      At time of transaction     Current and Maximum Charge: $90     Unit liquidation from
                                                                                                         account value        

Duplicate contract charge                 At time of transaction     Current and Maximum Charge: $35     Unit liquidation from
                                                                                                         account value        

Check preparation charge                  At time of transaction     Maximum Charge: $85. Current        Unit liquidation from
                                                                     charge: $0.                         account value        

Charge for third party transfer or        At time of transaction     Maximum Charge: $125. Current       Unit liquidation from
exchange                                                             charge: $65.                        account value        

Guaranteed Minimum Income Benefit                                    Current charge: 1.05%. Maximum      Unit liquidation from
                                                                     charge 2.00%. AXA Equitable has     account value        
                                                                     the discretion to change the                             
                                                                     current fee after the first two                          
                                                                     contract years but it will never                         
                                                                     exceed the maximum fee.                                  

Guaranteed Minimum Death Benefit                                                                                              
Options:                                                                                                                      

Highest Anniversary Value Death           Annually on each contract  0.35% of the Annual ratchet to age  Unit liquidation from
Benefit                                   date anniversary           80 benefit base                     account value        

Guaranteed Minimum Death Benefit          Annually on each contract  Current charge: 1.05%. Maximum      Unit liquidation from
                                          anniversary                charge 2.00%. AXA Equitable has     account value        
                                                                     the discretion to change the                             
                                                                     current fee after the first two                          
                                                                     contract years but it will never                         
                                                                     exceed the maximum fee.                                  

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

7. Contractowner Charges  (Concluded)                                           

                                                        [Enlarge/Download Table]

                                               WHEN CHARGE                                                                   
               CHARGES                         IS DEDUCTED                   AMOUNT DEDUCTED                HOW DEDUCTED     
                -------                         -----------                  ---------------                 ------------    
                                                                                                                             

Greater of death benefit                Annually on each contract   Current Charge 0.90%. Maximum       Unit liquidation from
                                        date anniversary            charge can be increased to 1.05%    account value        
                                                                    if the roll-up benefit base to age                       
                                                                    85 resets                                                

                                        Annually on each contract   Current Charge 0.95%. Maximum       Unit liquidation from
                                        date anniversary            charge can be increased to 1.10%    account value        
                                                                    if the roll-up benefit base to age                       
                                                                    85 resets                                                

Greater of GMDB I                       Annually on each contract   GMBD I election: 1.10% (max 1.25%)  Unit liquidation from
                                        date anniversary                                                account value        

Greater of GMBD II                      Annually on each contract   GMBD II election: 1.25% (max 1.40%) Unit liquidation from
                                        date anniversary                                                account value        

Greater of GMIB I                       Annually on each contract   GMIB I election: 1.15% (max 1.30%)  Unit liquidation from
                                        date anniversary                                                account value        

Greater of GMIB II                      Annually on each contract   GMIB II election: 1.15% (max 1.45%) Unit liquidation from
                                        date anniversary                                                account value        

Guaranteed Income Benefit Charge        Annually on each contract   Current Charge 0.90%. Maximum       Unit liquidation from
                                        date anniversary            charge can be increased to 1.20%    account value        
                                                                    if the GIB benefit base resets.                          

                                        Annually on each contract   Current Charge 0.95%. Maximum       Unit liquidation from
                                        date anniversary            charge can be increased to 1.25%    account value        
                                                                    if the GIB benefit base resets                           

Return of Principal Death Benefit       Annually on each contract   No Charge                                                
Charge                                  date anniversary                                                                     

Highest Anniversary Value Death         Annually on each contract   0.25% -- Current Charge (Maximum    Unit liquidation from
Benefit Charger                         date anniversary            0.25%)                              account value        

Annual Ratchet Death Benefit Charge     Annually on each contract   0.25% -- Current Charge (Maximum    Unit liquidation from
                                        date anniversary            0.25%)                              account value        

Earnings Enhancement Benefit            Annually on each contract   0.35%                               Unit liquidation from
                                        date anniversary for which                                      account value        
                                        the benefit is in effect.                                                            

Guaranteed Withdrawal Benefit for Life  Annually on each contract   GMIB I Conversion: Current charge   Unit liquidation from
                                        date anniversary for which  1.10%. Maximum charge can be be     account value        
                                        the benefit is in effect.   increased to 1.40%, if the GMIB is                       
                                                                    reset or if the GWBL benefit                             
                                                                    ratchets after conversion                                

                                                                    GMIB II Conversion: Current charge                       
                                                                    1.25%. Maximum charge can be be                          
                                                                    increased to 1.55%, if the GMIB II                       
                                                                    is reset or if the GWBL benefit                          
                                                                    ratchets after conversion.                               

8. Financial Highlights                                                         

The ranges for the total return ratios and unit values correspond to the  
product groupings that produced the lowest and highest expense ratios. Due
  to the timing of the introduction of new products into the Account, contract
charges and related unit values and total returns may fall outside of the 
ranges presented in the financial highlights.                             

                                                        [Enlarge/Download Table]

                                                                          YEARS ENDED DECEMBER 31,                        
                                                   ---------------------------------------------------------------------  
                                                              UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                   UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                   ---------- ----------------- ----------------- -------------- ---------
                                                                                                                          
7TWELVE/TM/ BALANCED PORTFOLIO                                                                                            
      Unit Value 1.20% to 1.70%*                                                                                          
2014  Lowest contract charge 1.20% Common Shares     $ 9.80            --                 --             --        (1.51)%
      Highest contract charge 1.70% Common Shares    $10.86            --                 --             --        (1.99)%
      All contract charges                               --         8,243            $88,452           0.33%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,                        
                                                          ---------------------------------------------------------------------  
                                                                     UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                          UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                          ---------- ----------------- ----------------- -------------- ---------
                                                                                                                                 
7TWELVE/TM/ BALANCED PORTFOLIO (CONTINUED)                                                                                       
   2013  Lowest contract charge 1.20% Common Shares (h)     $ 9.95            --                 --             --         0.40% 
         Highest contract charge 1.70% Common Shares        $11.08            --                 --             --         6.13% 
         All contract charges                                   --         5,107            $56,709           0.36%              
   2012  Lowest contract charge 1.30% Common Shares (e)     $10.47            --                 --             --         4.70% 
         Highest contract charge 1.70% Common Shares (e)    $10.44            --                 --             --         4.50% 
         All contract charges                                   --         1,723            $18,028           0.00%              
ALL ASSET AGGRESSIVE-ALT 25                                                                                                      
         Unit Value 1.20% to 1.70%*                                                                                              
   2014  Lowest contract charge 1.20% Class B               $10.18            --                 --             --         1.09% 
         Highest contract charge 1.70% Class B              $11.14            --                 --             --         0.54% 
         All contract charges                                   --           630            $ 6,908           2.11%              
   2013  Lowest contract charge 1.25% Class B (h)           $10.07            --                 --             --         1.41% 
         Highest contract charge 1.70% Class B (f)          $11.08            --                 --             --        10.58% 
         All contract charges                                   --           202            $ 2,239           2.74%              
ALL ASSET AGGRESSIVE-ALT 50                                                                                                      
         Unit Value 1.20% to 1.25%*                                                                                              
   2014  Lowest contract charge 1.20% Class B               $ 9.97            --                 --             --         0.40% 
         Highest contract charge 1.25% Class B              $ 9.96            --                 --             --         0.30% 
         All contract charges                                   --            30            $   299           2.86%              
   2013  Lowest contract charge 1.20% Class B (h)           $ 9.93            --                 --             --         0.51% 
         Highest contract charge 1.20% Class B (f)          $ 9.93            --                 --             --         0.51% 
         All contract charges                                   --             2            $    18           2.77%              
ALL ASSET AGGRESSIVE-ALT 75                                                                                                      
         Unit Value 1.20% to 1.25%*                                                                                              
   2014  Lowest contract charge 1.20% Class B               $ 9.72            --                 --             --        (0.92)%
         Highest contract charge 1.25% Class B              $ 9.72            --                 --             --        (0.92)%
         All contract charges                                   --            48            $   458           3.28%              
   2013  Lowest contract charge 1.25% Class B (h)           $ 9.81            --                 --             --        (0.20)%
         Highest contract charge 1.25% Class B (h)          $ 9.81            --                 --             --        (0.20)%
         All contract charges                                   --             2            $    15           2.82%              
ALL ASSET GROWTH-ALT 20                                                                                                          
         Unit Value 1.30% to 1.70%*                                                                                              
   2014  Lowest contract charge 1.30% Class A               $13.91            --                 --             --         1.02% 
         Highest contract charge 1.70% Class A              $13.63            --                 --             --         0.66% 
         All contract charges                                   --           907            $12,546           1.58%              
2013(t)  Lowest contract charge 1.30% Class A               $13.77            --                 --             --        12.68% 
         Highest contract charge 1.70% Class A              $13.54            --                 --             --        12.18% 
         All contract charges                                   --           721            $ 9,868           1.63%              
2012(r)  Lowest contract charge 1.30% Class A (e)           $12.22            --                 --             --         2.35% 
         Highest contract charge 1.70% Class A (e)          $12.07            --                 --             --         2.12% 
         All contract charges                                   --            81            $   976           2.74%              
2012(s)  Lowest contract charge 1.30% Class A               $12.22            --                 --             --        10.49% 
         Highest contract charge 1.70% Class A              $12.07            --                 --             --        10.13% 
         All contract charges                                   --           429            $ 5,229           1.59%              
2011(s)  Lowest contract charge 1.30% Class A               $11.06            --                 --             --        (4.49)%
         Highest contract charge 1.70% Class A              $10.96            --                 --             --        (4.94)%
         All contract charges                                   --           365            $ 4,020           2.31%              
2010(s)  Lowest contract charge 1.30% Class A               $11.58            --                 --             --        13.75% 
         Highest contract charge 1.70% Class A              $11.53            --                 --             --        13.37% 
         All contract charges                                   --           150            $ 1,728           3.84%              
ALL ASSET MODERATE GROWTH-ALT 15                                                                                                 
         Unit Value 1.30% to 1.70%*                                                                                              
   2014  Lowest contract charge 1.30% Class B               $10.78            --                 --             --         1.13% 
         Highest contract charge 1.70% Class B              $10.70            --                 --             --         0.75% 
         All contract charges                                   --           830            $ 8,927           2.56%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,                        
                                                          ---------------------------------------------------------------------  
                                                                     UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                          UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                          ---------- ----------------- ----------------- -------------- ---------
                                                                                                                                 
ALL ASSET MODERATE GROWTH-ALT 15 (CONTINUED)                                                                                     
   2013     Lowest contract charge 1.30% Class B (f)        $10.66           --                 --              --         6.39% 
            Highest contract charge 1.70% Class B (f)       $10.62           --                 --              --         5.99% 
            All contract charges                                --          245             $2,610            2.73%              
ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO                                                                         
            Unit Value 1.30% to 1.70%*                                                                                           
   2014     Lowest contract charge 1.30% Class B            $14.29           --                 --              --         5.70% 
            Highest contract charge 1.70% Class B           $14.00           --                 --              --         5.34% 
            All contract charges                                --          359             $5,097            2.41%              
2013(t)     Lowest contract charge 1.30% Class B            $13.52           --                 --              --        14.77% 
            Highest contract charge 1.70% Class B           $13.29           --                 --              --        14.27% 
            All contract charges                                --          398             $5,366            2.25%              
2012(r)     Lowest contract charge 1.30% Class B (e)        $11.78           --                 --              --         3.33% 
            Highest contract charge 1.70% Class B (e)       $11.63           --                 --              --         3.01% 
            All contract charges                                --          119             $1,407            1.43%              
2012(s)     Lowest contract charge 1.30% Class B            $11.78           --                 --              --        11.87% 
            Highest contract charge 1.70% Class B           $11.63           --                 --              --        11.40% 
            All contract charges                                --          263             $3,080            2.04%              
2011(s)     Lowest contract charge 1.30% Class B            $10.53           --                 --              --        (4.27)%
            Highest contract charge 1.70% Class B           $10.44           --                 --              --        (4.66)%
            All contract charges                                --          209             $2,189            2.01%              
2010(s)     Lowest contract charge 1.30% Class B            $11.00           --                 --              --         8.80% 
            Highest contract charge 1.70% Class B           $10.95           --                 --              --         8.42% 
            All contract charges                                --          184             $2,018            1.04%              
ALLIANCEBERNSTEIN VPS GLOBAL THEMATIC GROWTH PORTFOLIO                                                                           
            Unit Value 1.20% to 1.25%*                                                                                           
   2014     Lowest contract charge 1.20% Class B (q)        $ 9.70           --                 --              --        (0.72)%
            Highest contract charge 1.25% Class B (q)       $ 9.70           --                 --              --        (0.72)%
            All contract charges                                --            2             $   18            0.00%              
ALLIANCEBERNSTEIN VPS GROWTH AND INCOME PORTFOLIO                                                                                
            Unit Value 1.20% to 1.25%*                                                                                           
   2014     Lowest contract charge 1.20% Class B (q)        $10.25           --                 --              --         3.02% 
            Highest contract charge 1.25% Class B (q)       $10.24           --                 --              --         2.91% 
            All contract charges                                --           --             $    5            0.00%              
ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO                                                                             
            Unit Value 0.65% to 1.70%*                                                                                           
   2014     Lowest contract charge 0.65% Class B            $10.30           --                 --              --        (2.09)%
            Highest contract charge 1.70% Class B           $11.30           --                 --              --        (3.09)%
            All contract charges                                --          759             $8,710            0.00%              
2013(t)     Lowest contract charge 0.65% Class B            $10.52           --                 --              --        12.63% 
            Highest contract charge 1.70% Class B           $11.66           --                 --              --        11.37% 
            All contract charges                                --          637             $7,506            0.76%              
2012(r)     Lowest contract charge 1.30% Class B (e)        $10.60           --                 --              --         1.73% 
            Highest contract charge 1.65% Class B (e)       $10.49           --                 --              --         1.55% 
            All contract charges                                --           54             $  570            1.05%              
2012(s)     Lowest contract charge 0.65% Class B            $ 9.34           --                 --              --        14.46% 
            Highest contract charge 1.70% Class B           $10.47           --                 --              --        13.31% 
            All contract charges                                --          456             $4,810            1.50%              
2011(s)     Lowest contract charge 0.65% Class B (b)        $ 8.16           --                 --              --       (17.16)%
            Highest contract charge 1.70% Class B           $ 9.24           --                 --              --       (17.50)%
            All contract charges                                --          393             $3,650            2.67%              
2010(s)     Lowest contract charge 1.30% Class B            $11.25           --                 --              --        11.17% 
            Highest contract charge 1.70% Class B           $11.20           --                 --              --        10.67% 
            All contract charges                                --          144             $1,621            0.54%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                               YEARS ENDED DECEMBER 31,                        
                                                        ---------------------------------------------------------------------  
                                                                   UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                        UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                        ---------- ----------------- ----------------- -------------- ---------
                                                                                                                               
ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO                                                                         
           Unit Value 1.20% to 1.25%*                                                                                          
   2014    Lowest contract charge 1.20% Class B (q)       $10.74            --                 --             --        11.99% 
           Highest contract charge 1.25% Class B (q)      $10.74            --                 --             --        11.99% 
           All contract charges                               --             9            $   104           0.00%              
ALLIANCEBERNSTEIN VPS SMALL/MID CAP VALUE PORTFOLIO                                                                            
           Unit Value 1.20% to 1.25%*                                                                                          
   2014    Lowest contract charge 1.20% Class B (q)       $10.06            --                 --             --         3.60% 
           Highest contract charge 1.25% Class B (q)      $10.06            --                 --             --         3.60% 
           All contract charges                               --            15            $   146           0.00%              
AMERICAN CENTURY VP INFLATION PROTECTION FUND                                                                                  
           Unit Value 1.20% to 1.25%*                                                                                          
   2014    Lowest contract charge 1.20% Class II          $ 9.92            --                 --             --         2.06% 
           Highest contract charge 1.25% Class II         $ 9.91            --                 --             --         1.95% 
           All contract charges                               --           218            $ 2,169           1.51%              
   2013    Lowest contract charge 1.20% Class II (h)      $ 9.72            --                 --             --        (2.02)%
           Highest contract charge 1.25% Class II (h)     $ 9.72            --                 --             --        (2.02)%
           All contract charges                               --             8            $    83           0.00%              
AMERICAN CENTURY VP LARGE COMPANY VALUE                                                                                        
           Unit Value 1.30% to 1.70%*                                                                                          
   2014    Lowest contract charge 1.30% Class II          $18.19            --                 --             --        11.25% 
           Highest contract charge 1.70% Class II         $17.82            --                 --             --        10.89% 
           All contract charges                               --           143            $ 2,581           1.29%              
2013(t)    Lowest contract charge 1.30% Class II          $16.35            --                 --             --        29.35% 
           Highest contract charge 1.70% Class II         $16.07            --                 --             --        28.77% 
           All contract charges                               --           144            $ 2,355           1.40%              
2012(s)    Lowest contract charge 1.30% Class II          $12.64            --                 --             --        14.91% 
           Highest contract charge 1.70% Class II         $12.48            --                 --             --        14.39% 
           All contract charges                               --           127            $ 1,609           1.72%              
2011(s)    Lowest contract charge 1.30% Class II          $11.00            --                 --             --        (0.45)%
           Highest contract charge 1.70% Class II         $10.91            --                 --             --        (0.82)%
           All contract charges                               --           108            $ 1,180           1.66%              
2010(s)    Lowest contract charge 1.30% Class II          $11.05            --                 --             --         9.30% 
           Highest contract charge 1.70% Class II         $11.00            --                 --             --         8.91% 
           All contract charges                               --            35            $   385           1.67%              
AMERICAN CENTURY VP MID CAP VALUE FUND                                                                                         
           Unit Value 0.65% to 1.70%*                                                                                          
   2014    Lowest contract charge 0.65% Class II          $17.99            --                 --             --        15.47% 
           Highest contract charge 1.70% Class II         $19.96            --                 --             --        14.32% 
           All contract charges                               --         2,544            $47,809           1.03%              
2013(t)    Lowest contract charge 0.65% Class II          $15.58            --                 --             --        29.08% 
           Highest contract charge 1.70% Class II         $17.46            --                 --             --        27.63% 
           All contract charges                               --         1,571            $27,657           1.11%              
2012(r)    Lowest contract charge 1.30% Class II (e)      $13.85            --                 --             --         5.64% 
           Highest contract charge 1.70% Class II (e)     $13.68            --                 --             --         5.39% 
           All contract charges                               --           185            $ 2,554           1.63%              
2012(s)    Lowest contract charge 0.65% Class II          $12.07            --                 --             --        15.50% 
           Highest contract charge 1.70% Class II         $13.68            --                 --             --        14.29% 
           All contract charges                               --           701            $ 9,649           1.93%              
2011(s)    Lowest contract charge 0.65% Class II (b)      $10.45            --                 --             --        (3.24)%
           Highest contract charge 1.70% Class II         $11.97            --                 --             --        (2.52)%
           All contract charges                               --           550            $ 6,610           1.36%              
2010(s)    Lowest contract charge 1.30% Class II          $12.34            --                 --             --        17.41% 
           Highest contract charge 1.70% Class II         $12.28            --                 --             --        16.95% 
           All contract charges                               --           216            $ 2,654           3.23%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,                        
                                                          ---------------------------------------------------------------------  
                                                                     UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                          UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                          ---------- ----------------- ----------------- -------------- ---------
                                                                                                                                 
AMERICAN FUNDS INSURANCE SERIES(R) ASSET ALLOCATION                                                                              
FUND/SM/                                                                                                                         
      Unit Value 1.20% to 1.25%*                                                                                                 
2014  Lowest contract charge 1.20% Class 4                  $10.67            --                 --             --         3.89% 
      Highest contract charge 1.25% Class 4                 $10.67            --                 --             --         3.89% 
      All contract charges                                      --           718            $ 7,663           3.06%              
2013  Lowest contract charge 1.20% Class 4 (h)              $10.27            --                 --             --         2.09% 
      Highest contract charge 1.25% Class 4 (h)             $10.27            --                 --             --         2.09% 
      All contract charges                                      --            35            $   356           1.45%              
AMERICAN FUNDS INSURANCE SERIES(R) BOND FUND/SM/                                                                                 
      Unit Value 0.65% to 1.70%*                                                                                                 
2014  Lowest contract charge 0.65% Class 4                  $10.10            --                 --             --         4.45% 
      Highest contract charge 1.70% Class 4                 $10.00            --                 --             --         3.41% 
      All contract charges                                      --         1,029            $10,341           4.09%              
2013  Lowest contract charge 1.30% Class 4 (f)              $ 9.71            --                 --             --        (2.80)%
      Highest contract charge 1.70% Class 4 (f)             $ 9.67            --                 --             --        (3.20)%
      All contract charges                                      --           150            $ 1,449           3.39%              
AMERICAN FUNDS INSURANCE SERIES(R) GLOBAL GROWTH FUND/SM/                                                                        
      Unit Value 1.20% to 1.25%*                                                                                                 
2014  Lowest contract charge 1.20% Class 4                  $10.57            --                 --             --         0.76% 
      Highest contract charge 1.25% Class 4                 $10.57            --                 --             --         0.76% 
      All contract charges                                      --           129            $ 1,356           2.11%              
2013  Lowest contract charge 1.20% Class 4 (h)              $10.49            --                 --             --         4.48% 
      Highest contract charge 1.25% Class 4 (h)             $10.49            --                 --             --         4.48% 
      All contract charges                                      --             7            $    80           1.53%              
AMERICAN FUNDS INSURANCE SERIES(R) GLOBAL SMALL                                                                                  
CAPITALIZATION FUND/SM/                                                                                                          
      Unit Value 1.20% to 1.70%*                                                                                                 
2014  Lowest contract charge 1.20% Class 4                  $10.37            --                 --             --         0.58% 
      Highest contract charge 1.70% Class 4                 $11.66            --                 --             --         0.17% 
      All contract charges                                      --           604            $ 6,910           0.10%              
2013  Lowest contract charge 1.25% Class 4 (h)              $10.31            --                 --             --         3.31% 
      Highest contract charge 1.70% Class 4 (f)             $11.64            --                 --             --        15.94% 
      All contract charges                                      --           160            $ 1,859           0.34%              
AMERICAN FUNDS INSURANCE SERIES(R) GROWTH-INCOME FUND/SM/                                                                        
      Unit Value 1.20% to 1.25%*                                                                                                 
2014  Lowest contract charge 1.20% Class 4                  $11.42            --                 --             --         8.97% 
      Highest contract charge 1.25% Class 4                 $11.42            --                 --             --         8.97% 
      All contract charges                                      --           136            $ 1,561           2.38%              
2013  Lowest contract charge 1.20% Class 4 (h)              $10.48            --                 --             --         4.07% 
      Highest contract charge 1.25% Class 4 (h)             $10.48            --                 --             --         4.17% 
      All contract charges                                      --             6            $    65           0.21%              
AMERICAN FUNDS INSURANCE SERIES(R) INTERNATIONAL GROWTH                                                                          
AND INCOME FUND/SM/                                                                                                              
      Unit Value 1.20% to 1.25%*                                                                                                 
2014  Lowest contract charge 1.20% Class 4                  $ 9.68            --                 --             --        (4.63)%
      Highest contract charge 1.25% Class 4                 $ 9.68            --                 --             --        (4.63)%
      All contract charges                                      --           172            $ 1,662           5.12%              
2013  Lowest contract charge 1.20% Class 4 (h)              $10.15            --                 --             --         2.22% 
      Highest contract charge 1.25% Class 4 (h)             $10.15            --                 --             --         2.22% 
      All contract charges                                      --            12            $   125           0.24%              
AMERICAN FUNDS INSURANCE SERIES(R) MANAGED RISK ASSET                                                                            
ALLOCATION FUND/SM/                                                                                                              
      Unit Value 1.30% to 1.70%*                                                                                                 
2014  Lowest contract charge 1.30% Class P-2                $11.61            --                 --             --         1.57% 
      Highest contract charge 1.70% Class P-2               $11.52            --                 --             --         1.14% 
      All contract charges                                      --           489            $ 5,664           0.08%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                             YEARS ENDED DECEMBER 31,                        
                                                      ---------------------------------------------------------------------  
                                                                 UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                      UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                      ---------- ----------------- ----------------- -------------- ---------
                                                                                                                             
AMERICAN FUNDS INSURANCE SERIES(R) MANAGED RISK ASSET                                                                        
ALLOCATION FUND/SM/ (CONTINUED)                                                                                              
   2013  Lowest contract charge 1.00% Class P-2 (f)     $11.43            --                 --             --        13.62% 
         Highest contract charge 1.70% Class P-2 (f)    $11.39            --                 --             --        13.22% 
         All contract charges                               --           191           $  2,180           1.77%              
AMERICAN FUNDS INSURANCE SERIES(R) NEW WORLD FUND(R)                                                                         
         Unit Value 1.20% to 1.70%*                                                                                          
   2014  Lowest contract charge 1.20% Class 4           $ 9.17            --                 --             --        (9.30)%
         Highest contract charge 1.70% Class 4          $ 9.75            --                 --             --        (9.64)%
         All contract charges                               --         2,069           $ 20,029           1.59%              
   2013  Lowest contract charge 1.20% Class 4 (h)       $10.11            --                 --             --         1.61% 
         Highest contract charge 1.70% Class 4 (f)      $10.79            --                 --             --         7.79% 
         All contract charges                               --           615           $  6,625           3.55%              
AXA 400 MANAGED VOLATILITY                                                                                                   
         Unit Value 0.65% to 1.70%*                                                                                          
   2014  Lowest contract charge 0.65% Class B           $15.82            --                 --             --         8.06% 
         Highest contract charge 1.70% Class B          $18.05            --                 --             --         6.93% 
         All contract charges                               --         4,305           $ 77,669           0.40%              
2013(t)  Lowest contract charge 0.65% Class B           $14.64            --                 --             --        30.83% 
         Highest contract charge 1.70% Class B          $16.88            --                 --             --        29.45% 
         All contract charges                               --         4,545           $ 76,952           0.16%              
2012(s)  Lowest contract charge 1.65% Class II          $11.19            --                 --             --        15.72% 
         Highest contract charge 1.70% Class II         $13.04            --                 --             --        14.49% 
         All contract charges                               --         4,830           $ 63,475           0.23%              
2011(s)  Lowest contract charge 0.65% Class B (b)       $ 9.67            --                 --             --       (11.93)%
         Highest contract charge 1.70% Class B          $11.39            --                 --             --        (9.75)%
         All contract charges                               --         3,936           $ 45,056           0.05%              
2010(s)  Lowest contract charge 1.30% Class B           $12.68            --                 --             --        21.34% 
         Highest contract charge 1.70% Class B          $12.62            --                 --             --        20.88% 
         All contract charges                               --         1,775           $ 22,475             --               
AXA 500 MANAGED VOLATILITY                                                                                                   
         Unit Value 0.65% to 1.70%*                                                                                          
   2014  Lowest contract charge 0.65% Class B           $16.36            --                 --             --        11.83% 
         Highest contract charge 1.70% Class B          $17.17            --                 --             --        10.70% 
         All contract charges                               --        10,706           $185,193           0.57%              
2013(t)  Lowest contract charge 0.65% Class B           $14.63            --                 --             --        30.04% 
         Highest contract charge 1.70% Class B          $15.51            --                 --             --        28.71% 
         All contract charges                               --        11,690           $182,711           0.44%              
2012(s)  Lowest contract charge 0.65% Class B           $11.25            --                 --             --        14.10% 
         Highest contract charge 1.70% Class B          $12.05            --                 --             --        12.83% 
         All contract charges                               --        12,550           $152,404           0.63%              
2011(s)  Lowest contract charge 0.65% Class B (b)       $ 9.86            --                 --             --        (7.24)%
         Highest contract charge 1.70% Class B          $10.68            --                 --             --        (5.40)%
         All contract charges                               --         9,807           $105,270           0.61%              
2010(s)  Lowest contract charge 1.30% Class B           $11.34            --                 --             --        10.85% 
         Highest contract charge 1.70% Class B          $11.29            --                 --             --        10.36% 
         All contract charges                               --         4,542           $ 51,399           0.65%              
AXA 2000 MANAGED VOLATILITY                                                                                                  
         Unit Value 0.65% to 1.70%*                                                                                          
   2014  Lowest contract charge 0.65% Class B           $15.36            --                 --             --         3.36% 
         Highest contract charge 1.70% Class B          $17.96            --                 --             --         2.28% 
         All contract charges                               --         4,617           $ 83,163           0.15%              
2013(t)  Lowest contract charge 0.65% Class B           $14.86            --                 --             --        36.46% 
         Highest contract charge 1.70% Class B          $17.56            --                 --             --        35.08% 
         All contract charges                               --         4,681           $ 82,678           0.11%              
2012(s)  Lowest contract charge 0.65% Class B           $10.89            --                 --             --        14.75% 
         Highest contract charge 1.70% Class B          $13.00            --                 --             --        13.44% 
         All contract charges                               --         5,328           $ 69,826           0.33%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
AXA 2000 MANAGED VOLATILITY (CONTINUED)                                                                                    
2011(s)  Lowest contract charge 0.65% Class B (b)     $ 9.49             --                 --            --       (13.81)%
         Highest contract charge 1.70% Class B        $11.46             --                 --            --       (12.05)%
         All contract charges                             --          4,308         $   49,629          0.03%              
2010(s)  Lowest contract charge 1.30% Class B         $13.09             --                 --            --        21.77% 
         Highest contract charge 1.70% Class B        $13.03             --                 --            --        21.32% 
         All contract charges                             --          1,905         $   24,898          0.08%              
AXA AGGRESSIVE ALLOCATION                                                                                                  
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $15.23             --                 --            --         3.32% 
         Highest contract charge 1.70% Class A        $14.92             --                 --            --         2.97% 
         All contract charges                             --          1,348         $   20,405          1.53%              
2013(t)  Lowest contract charge 1.30% Class A         $14.74             --                 --            --        24.81% 
         Highest contract charge 1.70% Class A        $14.49             --                 --            --        24.27% 
         All contract charges                             --          1,469         $   21,547          2.52%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $11.81             --                 --            --         2.96% 
         Highest contract charge 1.65% Class A (e)    $11.68             --                 --            --         2.73% 
         All contract charges                             --            194         $    2,281          3.61%              
2012(s)  Lowest contract charge 1.30% Class A         $11.81             --                 --            --        12.69% 
         Highest contract charge 1.70% Class A        $11.66             --                 --            --        12.22% 
         All contract charges                             --          1,253         $   14,748          0.83%              
2011(s)  Lowest contract charge 1.30% Class A         $10.48             --                 --            --        (8.47)%
         Highest contract charge 1.70% Class A        $10.39             --                 --            --        (8.86)%
         All contract charges                             --          1,194         $   12,486          1.24%              
2010(s)  Lowest contract charge 1.30% Class A         $11.45             --                 --            --        11.93% 
         Highest contract charge 1.70% Class A        $11.40             --                 --            --        11.44% 
         All contract charges                             --            686         $    7,851          1.55%              
AXA AGGRESSIVE ALLOCATION                                                                                                  
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $10.66             --                 --            --         3.50% 
         Highest contract charge 1.25% Class B        $10.65             --                 --            --         3.40% 
         All contract charges                             --             94         $    1,006          1.53%              
   2013  Lowest contract charge 1.25% Class B         $10.30             --                 --            --         2.59% 
         Highest contract charge 1.25% Class B        $10.30             --                 --            --         2.59% 
         All contract charges                             --              2         $       21          2.52%              
AXA AGGRESSIVE STRATEGY                                                                                                    
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class B         $13.39             --                 --            --         4.86% 
         Highest contract charge 1.70% Class B        $13.24             --                 --            --         4.42% 
         All contract charges                             --        118,842         $1,585,315          1.99%              
   2013  Lowest contract charge 1.30% Class B         $12.77             --                 --            --        21.85% 
         Highest contract charge 1.70% Class B        $12.68             --                 --            --        21.34% 
         All contract charges                             --         58,211         $  741,515          5.11%              
   2012  Lowest contract charge 1.30% Class B (e)     $10.48             --                 --            --         3.25% 
         Highest contract charge 1.70% Class B (e)    $10.45             --                 --            --         2.96% 
         All contract charges                             --         11,834         $  123,880          2.25%              
AXA BALANCED STRATEGY                                                                                                      
         Unit Value 0.65% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.65% Class B         $12.29             --                 --            --         3.71% 
         Highest contract charge 1.70% Class B        $12.81             --                 --            --         2.64% 
         All contract charges                             --        168,531         $2,235,687          1.25%              
2013(t)  Lowest contract charge 1.30% Class B         $12.69             --                 --            --        12.20% 
         Highest contract charge 1.70% Class B        $12.48             --                 --            --        11.73% 
         All contract charges                             --        128,062         $1,658,532          2.35%              
2012(r)  Lowest contract charge 1.30% Class B (e)     $11.31             --                 --            --         1.71% 
         Highest contract charge 1.70% Class B (e)    $11.17             --                 --            --         1.45% 
         All contract charges                             --         15,246         $  171,809          1.82%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
AXA BALANCED STRATEGY (CONTINUED)                                                                                          
2012(s)  Lowest contract charge 1.30% Class B         $11.31             --                 --            --         7.10% 
         Highest contract charge 1.70% Class B        $11.17             --                 --            --         6.69% 
         All contract charges                             --        102,120         $1,228,875          0.83%              
2011(s)  Lowest contract charge 1.30% Class B         $10.56             --                 --            --        (3.65)%
         Highest contract charge 1.70% Class B        $10.47             --                 --            --        (4.03)%
         All contract charges                             --         77,122         $  864,298          1.41%              
2010(s)  Lowest contract charge 1.30% Class B         $10.96             --                 --            --         8.62% 
         Highest contract charge 1.70% Class B        $10.91             --                 --            --         8.13% 
         All contract charges                             --         43,235         $  508,706          2.00%              
AXA CONSERVATIVE GROWTH STRATEGY                                                                                           
         Unit Value 0.65% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.65% Class B         $11.79             --                 --            --         3.15% 
         Highest contract charge 1.70% Class B        $12.21             --                 --            --         2.01% 
         All contract charges                             --         83,471         $1,051,381          1.11%              
2013(t)  Lowest contract charge 0.65% Class B         $11.43             --                 --            --         9.80% 
         Highest contract charge 1.70% Class B        $11.97             --                 --            --         8.62% 
         All contract charges                             --         67,012         $  827,711          1.96%              
2012(r)  Lowest contract charge 1.30% Class B (e)     $11.16             --                 --            --         1.45% 
         Highest contract charge 1.70% Class B (e)    $11.02             --                 --            --         1.19% 
         All contract charges                             --         10,259         $  114,078          1.85%              
2012(s)  Lowest contract charge 0.65% Class B         $10.41             --                 --            --         6.55% 
         Highest contract charge 1.70% Class B        $11.02             --                 --            --         5.45% 
         All contract charges                             --         52,553         $  617,051          0.85%              
2011(s)  Lowest contract charge 1.30% Class B         $10.55             --                 --            --        (2.68)%
         Highest contract charge 1.70% Class B        $10.45             --                 --            --        (3.15)%
         All contract charges                             --         41,147         $  456,027          1.49%              
2010(s)  Lowest contract charge 1.30% Class B         $10.84             --                 --            --         7.75% 
         Highest contract charge 1.70% Class B        $10.79             --                 --            --         7.36% 
         All contract charges                             --         24,643         $  283,665          1.91%              
AXA CONSERVATIVE STRATEGY                                                                                                  
         Unit Value 0.65% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.65% Class B         $10.83             --                 --            --         1.98% 
         Highest contract charge 1.70% Class B        $11.07             --                 --            --         0.82% 
         All contract charges                             --         52,780         $  599,559          0.83%              
2013(t)  Lowest contract charge 0.65% Class B         $10.62             --                 --            --         3.71% 
         Highest contract charge 1.70% Class B        $10.98             --                 --            --         2.62% 
         All contract charges                             --         43,555         $  490,129          1.18%              
2012(r)  Lowest contract charge 1.30% Class B (e)     $10.84             --                 --            --         0.84% 
         Highest contract charge 1.70% Class B (e)    $10.70             --                 --            --         0.47% 
         All contract charges                             --          6,987         $   75,437          1.90%              
2012(s)  Lowest contract charge 0.65% Class B         $10.24             --                 --            --         3.75% 
         Highest contract charge 1.70% Class B        $10.70             --                 --            --         2.69% 
         All contract charges                             --         38,516         $  430,809          0.91%              
2011(s)  Lowest contract charge 0.65% Class B (b)     $ 9.87             --                 --            --        (0.50)%
         Highest contract charge 1.70% Class B        $10.42             --                 --            --        (0.95)%
         All contract charges                             --         28,161         $  305,265          1.76%              
2010(s)  Lowest contract charge 1.30% Class B         $10.57             --                 --            --         5.91% 
         Highest contract charge 1.70% Class B        $10.52             --                 --            --         5.41% 
         All contract charges                             --         15,143         $  166,345          2.01%              
AXA GLOBAL EQUITY MANAGED VOLATILITY                                                                                       
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $13.39             --                 --            --         0.37% 
         Highest contract charge 1.70% Class A        $13.11             --                 --            --        (0.08)%
         All contract charges                             --            562         $    7,487          1.04%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
AXA GLOBAL EQUITY MANAGED VOLATILITY (CONTINUED)                                                                           
2013(t)  Lowest contract charge 1.30% Class A         $13.34             --                 --            --        18.79% 
         Highest contract charge 1.70% Class A        $13.12             --                 --            --        18.30% 
         All contract charges                             --            481         $    6,377          0.91%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $11.23             --                 --            --         4.86% 
         Highest contract charge 1.70% Class A (e)    $11.09             --                 --            --         4.52% 
         All contract charges                             --             52         $      587          2.62%              
2012(s)  Lowest contract charge 1.30% Class A         $11.23             --                 --            --        15.53% 
         Highest contract charge 1.70% Class A        $11.09             --                 --            --        15.04% 
         All contract charges                             --            344         $    3,855          1.40%              
2011(s)  Lowest contract charge 1.30% Class A         $ 9.72             --                 --            --       (13.21)%
         Highest contract charge 1.70% Class A        $ 9.64             --                 --            --       (13.54)%
         All contract charges                             --            304         $    2,952          1.70%              
2010(s)  Lowest contract charge 1.30% Class A         $11.20             --                 --            --        10.24% 
         Highest contract charge 1.70% Class A        $11.15             --                 --            --         9.74% 
         All contract charges                             --            174         $    1,953          1.10%              
AXA GLOBAL EQUITY MANAGED VOLATILITY                                                                                       
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class B         $28.40             --                 --            --         0.35% 
         Highest contract charge 1.70% Class B        $20.22             --                 --            --         0.00% 
         All contract charges                             --            294         $    7,409          1.04%              
2013(t)  Lowest contract charge 1.30% Class B         $28.30             --                 --            --        18.81% 
         Highest contract charge 1.70% Class B        $20.22             --                 --            --        18.31% 
         All contract charges                             --            271         $    6,844          0.91%              
2012(s)  Lowest contract charge 0.95% Class B         $19.21             --                 --            --        15.86% 
         Highest contract charge 1.90% Class B        $16.57             --                 --            --        14.75% 
         All contract charges                             --         42,150         $  893,065          1.40%              
2011(s)  Lowest contract charge 0.95% Class B         $16.58             --                 --            --       (13.15)%
         Highest contract charge 1.90% Class B        $14.44             --                 --            --       (13.95)%
         All contract charges                             --         46,594         $  856,342          1.70%              
2010(s)  Lowest contract charge 0.50% Class B         $20.28             --                 --            --        10.88% 
         Highest contract charge 1.90% Class B        $16.78             --                 --            --         9.32% 
         All contract charges                             --         53,486         $1,134,438          1.10%              
AXA GROWTH STRATEGY                                                                                                        
         Unit Value 0.65% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.65% Class B         $13.34             --                 --            --         4.96% 
         Highest contract charge 1.70% Class B        $14.05             --                 --            --         3.84% 
         All contract charges                             --        165,833         $2,437,544          1.66%              
2013(t)  Lowest contract charge 0.65% Class B         $12.71             --                 --            --        19.45% 
         Highest contract charge 1.70% Class B        $13.53             --                 --            --        18.17% 
         All contract charges                             --        100,706         $1,440,835          3.63%              
2012(r)  Lowest contract charge 1.30% Class B (e)     $11.60             --                 --            --         2.29% 
         Highest contract charge 1.70% Class B (e)    $11.45             --                 --            --         1.96% 
         All contract charges                             --         14,063         $  162,471          1.83%              
2012(s)  Lowest contract charge 0.65% Class B         $10.64             --                 --            --        10.49% 
         Highest contract charge 1.70% Class B        $11.45             --                 --            --         9.26% 
         All contract charges                             --         77,432         $1,024,880          0.82%              
2011(s)  Lowest contract charge 1.30% Class B         $10.57             --                 --            --        (5.62)%
         Highest contract charge 1.70% Class B        $10.48             --                 --            --        (6.01)%
         All contract charges                             --         60,162         $  726,066          1.28%              
2010(s)  Lowest contract charge 1.30% Class B         $11.20             --                 --            --        10.24% 
         Highest contract charge 1.70% Class B        $11.15             --                 --            --         9.74% 
         All contract charges                             --         44,484         $  517,788          1.51%              
AXA INTERNATIONAL CORE MANAGED VOLATILITY(N)                                                                               
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $11.02             --                 --            --        (7.47)%
         Highest contract charge 1.70% Class A        $10.79             --                 --            --        (7.86)%
         All contract charges                             --            388         $    4,253          1.62%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,                        
                                                          ---------------------------------------------------------------------  
                                                                     UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                          UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                          ---------- ----------------- ----------------- -------------- ---------
                                                                                                                                 
AXA INTERNATIONAL CORE MANAGED VOLATILITY(N) (CONTINUED)                                                                         
2013(t)     Lowest contract charge 1.30% Class A            $11.91            --                 --             --        15.97% 
            Highest contract charge 1.70% Class A           $11.71            --                 --             --        15.48% 
            All contract charges                                --           285           $  3,370           0.92%              
2012(r)     Lowest contract charge 1.30% Class A (e)        $10.27            --                 --             --         5.88% 
            Highest contract charge 1.70% Class A (e)       $10.14            --                 --             --         5.52% 
            All contract charges                                --            32           $    329           2.83%              
2012(s)     Lowest contract charge 1.30% Class A            $10.27            --                 --             --        14.75% 
            Highest contract charge 1.70% Class A           $10.14            --                 --             --        14.32% 
            All contract charges                                --           250           $  2,555           1.44%              
2011(s)     Lowest contract charge 1.30% Class A            $ 8.95            --                 --             --       (17.74)%
            Highest contract charge 1.70% Class A           $ 8.87            --                 --             --       (18.10)%
            All contract charges                                --           267           $  2,376           2.70%              
2010(s)     Lowest contract charge 1.30% Class A            $10.88            --                 --             --         8.04% 
            Highest contract charge 1.70% Class A           $10.83            --                 --             --         7.55% 
            All contract charges                                --           189           $  2,052           1.80%              
AXA INTERNATIONAL CORE MANAGED VOLATILITY(N)                                                                                     
            Unit Value 1.30% to 1.70%*                                                                                           
   2014     Lowest contract charge 1.30% Class B            $15.33            --                 --             --        (7.48)%
            Highest contract charge 1.70% Class B           $12.32            --                 --             --        (7.85)%
            All contract charges                                --           545           $  7,822           1.62%              
2013(t)     Lowest contract charge 1.30% Class B            $16.57            --                 --             --        16.04% 
            Highest contract charge 1.70% Class B           $13.37            --                 --             --        15.56% 
            All contract charges                                --           294           $  4,557           0.92%              
2012(s)     Lowest contract charge 0.95% Class B            $12.84            --                 --             --        15.26% 
            Highest contract charge 1.90% Class B           $11.25            --                 --             --        14.10% 
            All contract charges                                --        47,756           $629,076           1.44%              
2011(s)     Lowest contract charge 0.95% Class B            $11.14            --                 --             --       (17.73)%
            Highest contract charge 1.90% Class B           $ 9.86            --                 --             --       (18.51)%
            All contract charges                                --        52,811           $606,445           2.70%              
2010(s)     Lowest contract charge 0.50% Class B            $14.28            --                 --             --         8.68% 
            Highest contract charge 1.90% Class B           $12.10            --                 --             --         7.17% 
            All contract charges                                --        56,037           $784,792           1.80%              
AXA INTERNATIONAL MANAGED VOLATILITY                                                                                             
            Unit Value 0.65% to 1.70%*                                                                                           
   2014     Lowest contract charge 0.65% Class B            $10.59            --                 --             --        (7.11)%
            Highest contract charge 1.70% Class B           $10.65            --                 --             --        (8.03)%
            All contract charges                                --        11,094           $119,622           0.84%              
2013(t)     Lowest contract charge 0.65% Class B            $11.40            --                 --             --        20.38% 
            Highest contract charge 1.70% Class B           $11.58            --                 --             --        19.01% 
            All contract charges                                --        10,689           $125,030           0.00%              
2012(s)     Lowest contract charge 0.65% Class B            $ 9.47            --                 --             --        15.77% 
            Highest contract charge 1.70% Class B           $ 9.73            --                 --             --        14.61% 
            All contract charges                                --        11,384           $111,566           0.65%              
2011(s)     Lowest contract charge 0.65% Class B (b)        $ 8.18            --                 --             --       (19.09)%
            Highest contract charge 1.70% Class B           $ 8.49            --                 --             --       (17.41)%
            All contract charges                                --         9,274           $ 79,116           1.87%              
2010(s)     Lowest contract charge 1.30% Class B            $10.33            --                 --             --         3.30% 
            Highest contract charge 1.70% Class B           $10.28            --                 --             --         2.90% 
            All contract charges                                --         4,133           $ 42,628           1.38%              
AXA INTERNATIONAL VALUE MANAGED VOLATILITY                                                                                       
            Unit Value 1.30% to 1.70%*                                                                                           
   2014     Lowest contract charge 1.30% Class A            $10.81            --                 --             --        (8.39)%
            Highest contract charge 1.70% Class A           $10.59            --                 --             --        (8.71)%
            All contract charges                                --           375           $  4,031           1.63%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                               YEARS ENDED DECEMBER 31,                        
                                                        ---------------------------------------------------------------------  
                                                                   UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                        UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                        ---------- ----------------- ----------------- -------------- ---------
                                                                                                                               
AXA INTERNATIONAL VALUE MANAGED VOLATILITY (CONTINUED)                                                                         
2013(t)    Lowest contract charge 1.30% Class A           $11.80            --                 --             --        17.76% 
           Highest contract charge 1.70% Class A          $11.60            --                 --             --        17.29% 
           All contract charges                               --           356           $  4,177           1.19%              
2012(r)    Lowest contract charge 1.30% Class A (e)       $10.02            --                 --             --         7.40% 
           Highest contract charge 1.65% Class A (e)      $ 9.91            --                 --             --         7.14% 
           All contract charges                               --            11           $    106           4.45%              
2012(s)    Lowest contract charge 1.30% Class A           $10.02            --                 --             --        15.97% 
           Highest contract charge 1.70% Class A          $ 9.89            --                 --             --        15.40% 
           All contract charges                               --           371           $  3,701           1.78%              
2011(s)    Lowest contract charge 1.30% Class A           $ 8.64            --                 --             --       (17.00)%
           Highest contract charge 1.70% Class A          $ 8.57            --                 --             --       (17.36)%
           All contract charges                               --           354           $  3,054           1.92%              
2010(s)    Lowest contract charge 1.30% Class A           $10.41            --                 --             --         4.94% 
           Highest contract charge 1.70% Class A          $10.37            --                 --             --         4.54% 
           All contract charges                               --           291           $  3,029           0.76%              
AXA LARGE CAP CORE MANAGED VOLATILITY(O)                                                                                       
           Unit Value 1.30% to 1.70%*                                                                                          
   2014    Lowest contract charge 1.30% Class B           $18.72            --                 --             --        10.18% 
           Highest contract charge 1.70% Class B          $13.62            --                 --             --         9.75% 
           All contract charges                               --           464           $  7,756           1.24%              
2013(t)    Lowest contract charge 1.30% Class B           $16.99            --                 --             --        29.79% 
           Highest contract charge 1.70% Class B          $12.41            --                 --             --        29.27% 
           All contract charges                               --           222           $  3,386           0.59%              
2012(s)    Lowest contract charge 0.95% Class B           $10.67            --                 --             --        13.87% 
           Highest contract charge 1.90% Class B          $ 9.33            --                 --             --        12.82% 
           All contract charges                               --        12,776           $137,932           1.12%              
2011(s)    Lowest contract charge 0.95% Class B           $ 9.37            --                 --             --        (5.16)%
           Highest contract charge 1.90% Class B          $ 8.27            --                 --             --        (6.02)%
           All contract charges                               --        14,134           $134,375           1.03%              
2010(s)    Lowest contract charge 0.50% Class B           $10.43            --                 --             --        13.62% 
           Highest contract charge 1.90% Class B          $ 8.80            --                 --             --        11.96% 
           All contract charges                               --        15,828           $158,846           1.00%              
AXA LARGE CAP GROWTH MANAGED VOLATILITY(P)                                                                                     
           Unit Value 1.30% to 1.70%*                                                                                          
   2014    Lowest contract charge 1.30% Class A           $18.21            --                 --             --         9.63% 
           Highest contract charge 1.70% Class A          $17.84            --                 --             --         9.25% 
           All contract charges                               --           289           $  5,230           0.24%              
2013(t)    Lowest contract charge 1.30% Class A           $16.61            --                 --             --        33.63% 
           Highest contract charge 1.70% Class A          $16.33            --                 --             --        33.09% 
           All contract charges                               --           205           $  3,406           0.19%              
2012(r)    Lowest contract charge 1.30% Class A (e)       $12.43            --                 --             --        (1.74)%
           Highest contract charge 1.65% Class A (e)      $12.29            --                 --             --        (1.99)%
           All contract charges                               --            11           $    139           1.35%              
2012(s)    Lowest contract charge 1.30% Class A           $12.43            --                 --             --        12.29% 
           Highest contract charge 1.70% Class A          $12.27            --                 --             --        11.75% 
           All contract charges                               --           147           $  1,825           0.56%              
2011(s)    Lowest contract charge 1.30% Class A           $11.07            --                 --             --        (4.57)%
           Highest contract charge 1.70% Class A          $10.98            --                 --             --        (4.94)%
           All contract charges                               --           170           $  1,871           0.50%              
2010(s)    Lowest contract charge 1.30% Class A           $11.60            --                 --             --        12.84% 
           Highest contract charge 1.70% Class A          $11.55            --                 --             --        12.46% 
           All contract charges                               --            79           $    909           0.38%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                               YEARS ENDED DECEMBER 31,                        
                                                        ---------------------------------------------------------------------  
                                                                   UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                        UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                        ---------- ----------------- ----------------- -------------- ---------
                                                                                                                               
AXA LARGE CAP GROWTH MANAGED VOLATILITY(P) (CONTINUED)                                                                         
           Unit Value 1.30% to 1.70%*                                                                                          
   2014    Lowest contract charge 1.30% Class B           $21.26             --                 --            --         9.64% 
           Highest contract charge 1.70% Class B          $23.09             --                 --            --         9.22% 
           All contract charges                               --            720         $   15,801          0.24%              
2013(t)    Lowest contract charge 1.30% Class B           $19.39             --                 --            --        33.63% 
           Highest contract charge 1.70% Class B          $21.14             --                 --            --        33.04% 
           All contract charges                               --            446         $    8,930          0.19%              
2012(s)    Lowest contract charge 0.95% Class B           $17.90             --                 --            --        12.65% 
           Highest contract charge 1.90% Class B          $15.39             --                 --            --        11.60% 
           All contract charges                               --         33,585         $  512,891          0.56%              
2011(s)    Lowest contract charge 0.95% Class B           $15.89             --                 --            --        (4.56)%
           Highest contract charge 1.90% Class B          $13.79             --                 --            --        (5.48)%
           All contract charges                               --         37,076         $  505,607          0.50%              
2010(s)    Lowest contract charge 0.50% Class B           $17.71             --                 --            --        13.89% 
           Highest contract charge 1.90% Class B          $14.59             --                 --            --        12.23% 
           All contract charges                               --         17,859         $  261,108          0.38%              
AXA LARGE CAP VALUE MANAGED VOLATILITY(K)                                                                                      
           Unit Value 1.30% to 1.70%*                                                                                          
   2014    Lowest contract charge 1.30% Class A           $17.75             --                 --            --        10.73% 
           Highest contract charge 1.70% Class A          $17.39             --                 --            --        10.34% 
           All contract charges                               --            349         $    6,155          1.87%              
2013(t)    Lowest contract charge 1.30% Class A           $16.03             --                 --            --        30.75% 
           Highest contract charge 1.70% Class A          $15.76             --                 --            --        30.25% 
           All contract charges                               --            185         $    2,945          1.14%              
2012(r)    Lowest contract charge 1.30% Class A (e)       $12.26             --                 --            --         4.16% 
           Highest contract charge 1.65% Class A (e)      $12.12             --                 --            --         3.86% 
           All contract charges                               --             15         $      188          3.57%              
2012(s)    Lowest contract charge 1.30% Class A           $12.26             --                 --            --        14.37% 
           Highest contract charge 1.70% Class A          $12.10             --                 --            --        13.83% 
           All contract charges                               --            127         $    1,541          1.54%              
2011(s)    Lowest contract charge 1.30% Class A           $10.72             --                 --            --        (6.05)%
           Highest contract charge 1.70% Class A          $10.63             --                 --            --        (6.43)%
           All contract charges                               --            117         $    1,254          1.10%              
2010(s)    Lowest contract charge 1.30% Class A           $11.41             --                 --            --        11.43% 
           Highest contract charge 1.70% Class A          $11.36             --                 --            --        11.05% 
           All contract charges                               --            102         $    1,161          1.13%              
AXA LARGE CAP VALUE MANAGED VOLATILITY(K)                                                                                      
           Unit Value 1.30% to 1.70%*                                                                                          
   2014    Lowest contract charge 1.30% Class B           $16.47             --                 --            --        10.76% 
           Highest contract charge 1.70% Class B          $18.19             --                 --            --        10.31% 
           All contract charges                               --            805         $   13,433          1.87%              
2013(t)    Lowest contract charge 1.30% Class B           $14.87             --                 --            --        30.78% 
           Highest contract charge 1.70% Class B          $16.49             --                 --            --        30.25% 
           All contract charges                               --            311         $    4,740          1.14%              
2012(s)    Lowest contract charge 0.95% Class B           $14.19             --                 --            --        14.71% 
           Highest contract charge 1.90% Class B          $12.28             --                 --            --        13.60% 
           All contract charges                               --         80,831         $  983,911          1.54%              
2011(s)    Lowest contract charge 0.95% Class B           $12.37             --                 --            --        (5.93)%
           Highest contract charge 1.90% Class B          $10.81             --                 --            --        (6.81)%
           All contract charges                               --         91,140         $  971,826          1.10%              
2010(s)    Lowest contract charge 0.50% Class B           $13.95             --                 --            --        12.14% 
           Highest contract charge 1.90% Class B          $11.60             --                 --            --        10.48% 
           All contract charges                               --        102,373         $1,167,606          1.13%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
AXA MID CAP VALUE MANAGED VOLATILITY                                                                                       
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $19.19            --                  --            --         9.47% 
         Highest contract charge 1.70% Class A        $18.79            --                  --            --         8.99% 
         All contract charges                             --           172          $    3,272          0.63%              
2013(t)  Lowest contract charge 1.30% Class A         $17.53            --                  --            --        31.31% 
         Highest contract charge 1.70% Class A        $17.24            --                  --            --        30.80% 
         All contract charges                             --           105          $    1,821          0.50%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $13.35            --                  --            --         4.71% 
         Highest contract charge 1.65% Class A (e)    $13.20            --                  --            --         4.43% 
         All contract charges                             --            14          $      194          2.68%              
2012(s)  Lowest contract charge 1.30% Class A         $13.35            --                  --            --        17.11% 
         Highest contract charge 1.70% Class A        $13.18            --                  --            --        16.64% 
         All contract charges                             --            57          $      764          1.20%              
2011(s)  Lowest contract charge 1.30% Class A         $11.40            --                  --            --       (10.31)%
         Highest contract charge 1.70% Class A        $11.30            --                  --            --       (10.67)%
         All contract charges                             --            55          $      627          0.84%              
2010(s)  Lowest contract charge 1.30% Class A         $12.71            --                  --            --        20.93% 
         Highest contract charge 1.70% Class A        $12.65            --                  --            --        20.48% 
         All contract charges                             --            25          $      321          0.98%              
AXA MID CAP VALUE MANAGED VOLATILITY                                                                                       
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class B         $22.08            --                  --            --         9.42% 
         Highest contract charge 1.70% Class B        $23.19            --                  --            --         8.98% 
         All contract charges                             --           322          $    7,158          0.63%              
2013(t)  Lowest contract charge 1.30% Class B         $20.18            --                  --            --        31.38% 
         Highest contract charge 1.70% Class B        $21.28            --                  --            --        30.87% 
         All contract charges                             --           251          $    5,120          0.50%              
2012(s)  Lowest contract charge 0.95% Class B         $18.32            --                  --            --        17.51% 
         Highest contract charge 1.90% Class B        $15.75            --                  --            --        16.32% 
         All contract charges                             --        60,166          $  946,778          1.20%              
2011(s)  Lowest contract charge 0.95% Class B         $15.59            --                  --            --       (10.30)%
         Highest contract charge 1.90% Class B        $13.54            --                  --            --       (11.15)%
         All contract charges                             --        66,819          $  899,832          0.84%              
2010(s)  Lowest contract charge 0.50% Class B         $18.49            --                  --            --        21.81% 
         Highest contract charge 1.90% Class B        $15.24            --                  --            --        20.19% 
         All contract charges                             --        75,286          $1,136,423          0.98%              
AXA MODERATE ALLOCATION                                                                                                    
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $12.93            --                  --            --         1.73% 
         Highest contract charge 1.70% Class A        $12.66            --                  --            --         1.28% 
         All contract charges                             --         6,400          $   82,370          1.26%              
2013(t)  Lowest contract charge 1.30% Class A         $12.71            --                  --            --        11.59% 
         Highest contract charge 1.70% Class A        $12.50            --                  --            --        11.21% 
         All contract charges                             --         5,089          $   64,425          1.93%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $11.39            --                  --            --         1.97% 
         Highest contract charge 1.70% Class A (e)    $11.24            --                  --            --         1.63% 
         All contract charges                             --           671          $    7,626          1.55%              
2012(s)  Lowest contract charge 1.30% Class A         $11.39            --                  --            --         7.45% 
         Highest contract charge 1.70% Class A        $11.24            --                  --            --         6.95% 
         All contract charges                             --         3,113          $   35,339          0.76%              
2011(s)  Lowest contract charge 1.30% Class A         $10.60            --                  --            --        (3.46)%
         Highest contract charge 1.70% Class A        $10.51            --                  --            --        (3.84)%
         All contract charges                             --         2,717          $   28,735          1.47%              
2010(s)  Lowest contract charge 1.30% Class A         $10.98            --                  --            --         8.71% 
         Highest contract charge 1.70% Class A        $10.93            --                  --            --         8.33% 
         All contract charges                             --         1,305          $   14,308          2.12%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
AXA MODERATE ALLOCATION                                                                                                    
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $10.30             --                 --            --         1.78% 
         Highest contract charge 1.25% Class B        $10.30             --                 --            --         1.78% 
         All contract charges                             --            643         $    6,617          1.26%              
   2013  Lowest contract charge 1.20% Class B (h)     $10.12             --                 --            --         1.10% 
         Highest contract charge 1.25% Class B (h)    $10.12             --                 --            --         1.10% 
         All contract charges                             --             30         $      299          1.93%              
AXA MODERATE GROWTH STRATEGY                                                                                               
         Unit Value 0.65% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.65% Class B         $12.81             --                 --            --         4.32% 
         Highest contract charge 1.70% Class B        $13.42             --                 --            --         3.23% 
         All contract charges                             --        357,621         $4,954,307          1.33%              
2013(t)  Lowest contract charge 0.65% Class B         $12.28             --                 --            --        16.18% 
         Highest contract charge 1.70% Class B        $13.00             --                 --            --        14.84% 
         All contract charges                             --        290,011         $3,891,368          2.54%              
2012(r)  Lowest contract charge 1.30% Class B (e)     $11.46             --                 --            --         1.96% 
         Highest contract charge 1.70% Class B (e)    $11.32             --                 --            --         1.71% 
         All contract charges                             --         27,322         $  312,066          1.69%              
2012(s)  Lowest contract charge 0.65% Class B         $10.57             --                 --            --         9.08% 
         Highest contract charge 1.70% Class B        $11.32             --                 --            --         8.02% 
         All contract charges                             --        245,253         $2,970,451          0.75%              
2011(s)  Lowest contract charge 0.65% Class B (b)     $ 9.69             --                 --            --        (5.65)%
         Highest contract charge 1.70% Class B        $10.48             --                 --            --        (4.99)%
         All contract charges                             --        201,465         $2,244,950          1.33%              
2010(s)  Lowest contract charge 1.30% Class B         $11.08             --                 --            --         9.38% 
         Highest contract charge 1.70% Class B        $11.03             --                 --            --         8.99% 
         All contract charges                             --        106,632         $1,269,198          1.99%              
AXA MODERATE-PLUS ALLOCATION                                                                                               
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $14.06             --                 --            --         2.40% 
         Highest contract charge 1.70% Class A        $13.77             --                 --            --         2.00% 
         All contract charges                             --          2,942         $   41,212          1.39%              
2013(t)  Lowest contract charge 1.30% Class A         $13.73             --                 --            --        18.26% 
         Highest contract charge 1.70% Class A        $13.50             --                 --            --        17.70% 
         All contract charges                             --          3,055         $   41,813          2.05%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $11.61             --                 --            --         2.47% 
         Highest contract charge 1.70% Class A (e)    $11.47             --                 --            --         2.23% 
         All contract charges                             --            398         $    4,611          1.62%              
2012(s)  Lowest contract charge 1.30% Class A         $11.61             --                 --            --        10.05% 
         Highest contract charge 1.70% Class A        $11.47             --                 --            --         9.66% 
         All contract charges                             --          2,788         $   32,283          0.77%              
2011(s)  Lowest contract charge 1.30% Class A         $10.55             --                 --            --        (5.97)%
         Highest contract charge 1.70% Class A        $10.46             --                 --            --        (6.36)%
         All contract charges                             --          2,878         $   30,294          1.37%              
2010(s)  Lowest contract charge 1.30% Class A         $11.22             --                 --            --        10.32% 
         Highest contract charge 1.70% Class A        $11.17             --                 --            --         9.94% 
         All contract charges                             --          1,401         $   15,700          1.70%              
AXA MODERATE-PLUS ALLOCATION                                                                                               
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $10.47             --                 --            --         2.55% 
         Highest contract charge 1.25% Class B        $10.46             --                 --            --         2.45% 
         All contract charges                             --            594         $    6,215          1.39%              
   2013  Lowest contract charge 1.20% Class B (h)     $10.21             --                 --            --         1.90% 
         Highest contract charge 1.25% Class B (h)    $10.21             --                 --            --         1.90% 
         All contract charges                             --             47         $      481          2.05%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
AXA SMARTBETA EQUITY                                                                                                       
         All contract charges                                                                                              
   2014  Lowest contract charge 1.20% Class B (i)     $10.86            --                 --             --         5.95% 
         Highest contract charge 1.25% Class B (i)    $10.85            --                 --             --         5.85% 
         All contract charges                             --            30           $    328           1.90%              
AXA ULTRA CONSERVATIVE STRATEGY                                                                                            
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class B         $10.23            --                 --             --         0.59% 
         Highest contract charge 1.70% Class B        $10.09            --                 --             --         0.20% 
         All contract charges                             --           256           $  2,600           1.04%              
2013(t)  Lowest contract charge 1.30% Class B         $10.17            --                 --             --         0.79% 
         Highest contract charge 1.70% Class B        $10.07            --                 --             --         0.30% 
         All contract charges                             --            39           $    397           0.78%              
2012(r)  Lowest contract charge 1.30% Class B (e)     $10.09            --                 --             --        (0.69)%
         Highest contract charge 1.55% Class B (e)    $10.06            --                 --             --        (0.89)%
         All contract charges                             --            --           $      2           1.49%              
2012(s)  Lowest contract charge 1.30% Class B         $10.09            --                 --             --         0.40% 
         Highest contract charge 1.70% Class B        $10.04            --                 --             --         0.00% 
         All contract charges                             --            19           $     --           0.65%              
2011(s)  Lowest contract charge 1.30% Class B (d)     $10.05            --                 --             --         0.50% 
         Highest contract charge 1.30% Class B (d)    $10.05            --                 --             --         0.50% 
         All contract charges                             --            --                 --           0.42%              
AXA/FRANKLIN BALANCED MANAGED VOLATILITY                                                                                   
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $14.60            --                 --             --         4.81% 
         Highest contract charge 1.70% Class A        $14.30            --                 --             --         4.38% 
         All contract charges                             --           268           $  3,905           2.50%              
2013(t)  Lowest contract charge 1.30% Class A         $13.93            --                 --             --        13.07% 
         Highest contract charge 1.70% Class A        $13.70            --                 --             --        12.66% 
         All contract charges                             --           213           $  2,948           2.60%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $12.32            --                 --             --         3.79% 
         Highest contract charge 1.70% Class A (e)    $12.16            --                 --             --         3.49% 
         All contract charges                             --            32           $    397           9.85%              
2012(s)  Lowest contract charge 1.30% Class A         $12.32            --                 --             --         9.80% 
         Highest contract charge 1.70% Class A        $12.16            --                 --             --         9.25% 
         All contract charges                             --           133           $  1,638           3.26%              
2011(s)  Lowest contract charge 1.30% Class A         $11.22            --                 --             --        (0.97)%
         Highest contract charge 1.70% Class A        $11.13            --                 --             --        (1.33)%
         All contract charges                             --            93           $  1,047           3.36%              
2010(s)  Lowest contract charge 1.30% Class A         $11.33            --                 --             --        10.11% 
         Highest contract charge 1.70% Class A        $11.28            --                 --             --         9.73% 
         All contract charges                             --            62           $    703           2.96%              
AXA/FRANKLIN BALANCED MANAGED VOLATILITY                                                                                   
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class B         $12.87            --                 --             --         4.89% 
         Highest contract charge 1.70% Class B        $12.44            --                 --             --         4.45% 
         All contract charges                             --           445           $  5,631           2.50%              
2013(t)  Lowest contract charge 1.30% Class B         $12.27            --                 --             --        13.09% 
         Highest contract charge 1.70% Class B        $11.91            --                 --             --        12.57% 
         All contract charges                             --           397           $  4,815           2.60%              
2012(s)  Lowest contract charge 0.95% Class B         $11.10            --                 --             --        10.23% 
         Highest contract charge 1.80% Class B        $10.51            --                 --             --         9.25% 
         All contract charges                             --        58,584           $627,808           3.26%              
2011(s)  Lowest contract charge 0.95% Class B         $10.07            --                 --             --        (0.89)%
         Highest contract charge 1.80% Class B        $ 9.62            --                 --             --        (1.74)%
         All contract charges                             --        53,542           $523,704           3.36%              
2010(s)  Lowest contract charge 0.50% Class B         $10.36            --                 --             --        10.68% 
         Highest contract charge 1.90% Class B        $ 9.75            --                 --             --         9.18% 
         All contract charges                             --        54,951           $545,194           2.96%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                             YEARS ENDED DECEMBER 31,                        
                                                      ---------------------------------------------------------------------  
                                                                 UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                      UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                      ---------- ----------------- ----------------- -------------- ---------
                                                                                                                             
AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY                                                                              
          Unit Value 1.30% to 1.70%*                                                                                         
   2014   Lowest contract charge 1.30% Class A          $18.24            --                 --             --         0.83% 
          Highest contract charge 1.70% Class A         $17.86            --                 --             --         0.39% 
          All contract charges                              --           171           $  3,093           0.02%              
2013(t)   Lowest contract charge 1.30% Class A          $18.09            --                 --             --        34.90% 
          Highest contract charge 1.70% Class A         $17.79            --                 --             --        34.37% 
          All contract charges                              --           230           $  4,119           0.12%              
2012(r)   Lowest contract charge 1.30% Class A (e)      $13.41            --                 --             --         5.18% 
          Highest contract charge 1.70% Class A (e)     $13.24            --                 --             --         4.91% 
          All contract charges                              --            27           $    362           1.79%              
2012(s)   Lowest contract charge 1.30% Class A          $13.41            --                 --             --        15.31% 
          Highest contract charge 1.70% Class A         $13.24            --                 --             --        14.83% 
          All contract charges                              --           163           $  2,174           0.70%              
2011(s)   Lowest contract charge 1.30% Class A          $11.63            --                 --             --       (10.54)%
          Highest contract charge 1.70% Class A         $11.53            --                 --             --       (10.90)%
          All contract charges                              --           170           $  1,967           0.14%              
2010(s)   Lowest contract charge 1.30% Class A          $13.00            --                 --             --        22.99% 
          Highest contract charge 1.70% Class A         $12.94            --                 --             --        22.42% 
          All contract charges                              --           109           $  1,418           0.19%              
AXA/FRANKLIN SMALL CAP VALUE MANAGED VOLATILITY                                                                              
          Unit Value 1.30% to 1.70%*                                                                                         
   2014   Lowest contract charge 1.30% Class B          $13.94            --                 --             --         0.87% 
          Highest contract charge 1.70% Class B         $13.47            --                 --             --         0.37% 
          All contract charges                              --           603           $  8,255           0.02%              
2013(t)   Lowest contract charge 1.30% Class B          $13.82            --                 --             --        34.83% 
          Highest contract charge 1.70% Class B         $13.42            --                 --             --        34.33% 
          All contract charges                              --           510           $  6,962           0.12%              
2012(s)   Lowest contract charge 1.20% Class B          $10.31            --                 --             --        15.32% 
          Highest contract charge 1.70% Class B         $ 9.99            --                 --             --        14.83% 
          All contract charges                              --        13,174           $133,342           0.70%              
2011(s)   Lowest contract charge 1.20% Class B          $ 8.94            --                 --             --       (10.60)%
          Highest contract charge 1.90% Class B         $ 8.60            --                 --             --       (11.34)%
          All contract charges                              --        14,016           $123,318           0.14%              
2010(s)   Lowest contract charge 0.50% Class B          $10.31            --                 --             --        23.62% 
          Highest contract charge 1.90% Class B         $ 9.70            --                 --             --        21.86% 
          All contract charges                              --        13,485           $133,212           0.19%              
AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY                                                                         
          Unit Value 1.30% to 1.70%*                                                                                         
   2014   Lowest contract charge 1.30% Class A          $15.16            --                 --             --         4.12% 
          Highest contract charge 1.70% Class A         $14.84            --                 --             --         3.63% 
          All contract charges                              --           431           $  6,475           1.96%              
2013(t)   Lowest contract charge 1.30% Class A          $14.56            --                 --             --        21.74% 
          Highest contract charge 1.70% Class A         $14.32            --                 --             --        21.25% 
          All contract charges                              --           242           $  3,504           1.27%              
2012(r)   Lowest contract charge 1.30% Class A (e)      $11.96            --                 --             --         4.91% 
          Highest contract charge 1.65% Class A (e)     $11.83            --                 --             --         4.69% 
          All contract charges                              --            30           $    354           5.82%              
2012(s)   Lowest contract charge 1.30% Class A          $11.96            --                 --             --        13.15% 
          Highest contract charge 1.70% Class A         $11.81            --                 --             --        12.80% 
          All contract charges                              --           101           $  1,186           1.75%              
2011(s)   Lowest contract charge 1.30% Class A          $10.57            --                 --             --        (5.37)%
          Highest contract charge 1.70% Class A         $10.47            --                 --             --        (5.85)%
          All contract charges                              --            89           $    940           1.78%              
2010(s)   Lowest contract charge 1.30% Class A          $11.17            --                 --             --         9.19% 
          Highest contract charge 1.70% Class A         $11.12            --                 --             --         8.70% 
          All contract charges                              --            40           $    455           1.99%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                             YEARS ENDED DECEMBER 31,                        
                                                      ---------------------------------------------------------------------  
                                                                 UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                      UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                      ---------- ----------------- ----------------- -------------- ---------
                                                                                                                             
AXA/FRANKLIN TEMPLETON ALLOCATION MANAGED VOLATILITY                                                                         
          Unit Value 1.30% to 1.70%*                                                                                         
   2014   Lowest contract charge 1.30% Class B          $11.08             --                 --            --         4.14% 
          Highest contract charge 1.70% Class B         $10.74             --                 --            --         3.67% 
          All contract charges                              --            504         $    5,525          1.96%              
2013(t)   Lowest contract charge 1.30% Class B          $10.64             --                 --            --        21.60% 
          Highest contract charge 1.70% Class B         $10.36             --                 --            --        21.17% 
          All contract charges                              --            456         $    4,799          1.27%              
2012(s)   Lowest contract charge 1.15% Class B          $ 8.82             --                 --            --        13.37% 
          Highest contract charge 1.70% Class B         $ 8.55             --                 --            --        12.80% 
          All contract charges                              --        146,245         $1,264,387          1.75%              
2011(s)   Lowest contract charge 1.15% Class B          $ 7.78             --                 --            --        (5.58)%
          Highest contract charge 1.90% Class B         $ 7.51             --                 --            --        (6.24)%
          All contract charges                              --        158,716         $1,214,424          1.78%              
2010(s)   Lowest contract charge 0.50% Class B          $ 8.43             --                 --            --         9.77% 
          Highest contract charge 1.90% Class B         $ 8.01             --                 --            --         8.24% 
          All contract charges                              --        169,484         $1,377,768          1.99%              
AXA/LOOMIS SAYLES GROWTH                                                                                                     
          Unit Value 1.30% to 1.70%*                                                                                         
   2014   Lowest contract charge 1.30% Class A          $16.63             --                 --            --         6.40% 
          Highest contract charge 1.70% Class A         $16.29             --                 --            --         5.99% 
          All contract charges                              --            833         $   13,769          0.12%              
2013(t)   Lowest contract charge 1.30% Class A          $15.63             --                 --            --        25.54% 
          Highest contract charge 1.70% Class A         $15.37             --                 --            --        25.06% 
          All contract charges                              --            815         $   12,676          0.86%              
2012(r)   Lowest contract charge 1.30% Class A (e)      $12.45             --                 --            --         1.14% 
          Highest contract charge 1.70% Class A (e)     $12.29             --                 --            --         0.82% 
          All contract charges                              --             82         $    1,019          1.86%              
2012(s)   Lowest contract charge 1.30% Class A          $12.45             --                 --            --        11.16% 
          Highest contract charge 1.70% Class A         $12.29             --                 --            --        10.72% 
          All contract charges                              --            664         $    8,235          0.84%              
2011(s)   Lowest contract charge 1.30% Class A          $11.20             --                 --            --        (1.82)%
          Highest contract charge 1.70% Class A         $11.10             --                 --            --         1.37% 
          All contract charges                              --            665         $    7,428          0.52%              
2010(s)   Lowest contract charge 1.30% Class A          $11.00             --                 --            --         7.00% 
          Highest contract charge 1.70% Class A         $10.95             --                 --            --         6.62% 
          All contract charges                              --            458         $    5,029          0.56%              
AXA/LOOMIS SAYLES GROWTH                                                                                                     
          Unit Value 1.20% to 1.70%*                                                                                         
   2014   Lowest contract charge 1.20% Class B          $11.16             --                 --            --         6.49% 
          Highest contract charge 1.70% Class B         $15.69             --                 --            --         6.01% 
          All contract charges                              --            179         $    2,603          0.12%              
2013(t)   Lowest contract charge 1.30% Class B          $14.94             --                 --            --        25.65% 
          Highest contract charge 1.70% Class B         $14.80             --                 --            --        25.11% 
          All contract charges                              --            141         $    2,105          0.86%              
2012(s)   Lowest contract charge 1.20% Class B          $ 6.09             --                 --            --        11.13% 
          Highest contract charge 1.80% Class B         $ 5.59             --                 --            --        10.47% 
          All contract charges                              --         33,604         $  164,631          0.84%              
2011(s)   Lowest contract charge 1.20% Class B          $ 5.48             --                 --            --         1.67% 
          Highest contract charge 1.90% Class B         $ 4.99             --                 --            --         0.81% 
          All contract charges                              --         34,861         $  153,640          0.52%              
2010(s)   Lowest contract charge 0.50% Class B          $ 5.87             --                 --            --         7.71% 
          Highest contract charge 1.90% Class B         $ 4.95             --                 --            --         6.22% 
          All contract charges                              --         38,121         $  169,152          0.56%              
AXA/MUTUAL LARGE CAP EQUITY MANAGED VOLATILITY                                                                               
          Unit Value 1.30% to 1.70%*                                                                                         
   2014   Lowest contract charge 1.30% Class A          $16.70             --                 --            --         8.30% 
          Highest contract charge 1.70% Class A         $16.35             --                 --            --         7.85% 
          All contract charges                              --             76         $    1,232          2.03%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                         YEARS ENDED DECEMBER 31,                        
                                  ---------------------------------------------------------------------  
                                             UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                  UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                  ---------- ----------------- ----------------- -------------- ---------
                                                                                                         
AXA/MUTUAL LARGE CAP EQUITY                                                                              
MANAGED VOLATILITY (CONTINUED)                                                                           
2013(t)  Lowest contract charge                                                                          
          1.30% Class A             $15.42            --                 --             --        27.54% 
         Highest contract charge                                                                         
          1.70% Class A             $15.16            --                 --             --        27.07% 
         All contract charges           --            76           $  1,172           0.71%              
2012(r)  Lowest contract charge                                                                          
          1.30% Class A (e)         $12.09            --                 --             --         3.51% 
         Highest contract charge                                                                         
          1.70% Class A (e)         $11.93            --                 --             --         3.20% 
         All contract charges           --             4           $     49           2.13%              
2012(s)  Lowest contract charge                                                                          
          1.30% Class A             $12.09            --                 --             --        12.78% 
         Highest contract charge                                                                         
          1.70% Class A             $11.93            --                 --             --        12.23% 
         All contract charges           --            84           $  1,023           1.34%              
2011(s)  Lowest contract charge                                                                          
          1.30% Class A             $10.72            --                 --             --        (5.47)%
         Highest contract charge                                                                         
          1.70% Class A             $10.63            --                 --             --        (5.85)%
         All contract charges           --            77           $    816           0.90%              
2010(s)  Lowest contract charge                                                                          
          1.30% Class A             $11.34            --                 --             --        10.74% 
         Highest contract charge                                                                         
          1.70% Class A             $11.29            --                 --             --        10.25% 
         All contract charges           --            47           $    529           1.81%              
AXA/MUTUAL LARGE CAP EQUITY                                                                              
MANAGED VOLATILITY                                                                                       
         Unit Value 1.30% to                                                                             
          1.70%*                                                                                         
   2014  Lowest contract charge                                                                          
          1.30% Class B             $13.15            --                 --             --         8.23% 
         Highest contract charge                                                                         
          1.70% Class B             $12.72            --                 --             --         7.89% 
         All contract charges           --           201           $  2,588           2.03%              
2013(t)  Lowest contract charge                                                                          
          1.30% Class B             $12.15            --                 --             --        27.63% 
         Highest contract charge                                                                         
          1.70% Class B (f)         $11.79            --                 --             --        18.61% 
         All contract charges           --           155           $  1,865           0.71%              
2012(s)  Lowest contract charge                                                                          
          0.95% Class B             $ 9.74            --                 --             --        13.12% 
         Highest contract charge                                                                         
          1.80% Class B             $ 9.22            --                 --             --        12.17% 
         All contract charges           --        20,477           $192,474           1.34%              
2011(s)  Lowest contract charge                                                                          
          0.95% Class B             $ 8.61            --                 --             --        (5.38)%
         Highest contract charge                                                                         
          1.80% Class B             $ 8.22            --                 --             --        (6.16)%
         All contract charges           --        23,086           $192,936           0.90%              
2010(s)  Lowest contract charge                                                                          
          0.50% Class B             $ 9.28            --                 --             --        11.40% 
         Highest contract charge                                                                         
          1.90% Class B             $ 8.73            --                 --             --         9.81% 
         All contract charges           --        25,932           $230,267           1.81%              
AXA/TEMPLETON GLOBAL EQUITY                                                                              
MANAGED VOLATILITY                                                                                       
         Unit Value 1.30% to                                                                             
          1.70%*                                                                                         
   2014  Lowest contract charge                                                                          
          1.30% Class A             $14.52            --                 --             --        (0.27)%
         Highest contract charge                                                                         
          1.70% Class A             $14.22            --                 --             --        (0.63)%
         All contract charges           --           263           $  3,814           1.55%              
2013(t)  Lowest contract charge                                                                          
          1.30% Class A             $14.56            --                 --             --        25.30% 
         Highest contract charge                                                                         
          1.70% Class A             $14.31            --                 --             --        24.76% 
         All contract charges           --           250           $  3,628           0.87%              
2012(r)  Lowest contract charge                                                                          
          1.30% Class A (e)         $11.62            --                 --             --         7.89% 
         Highest contract charge                                                                         
          1.65% Class A (e)         $11.49            --                 --             --         7.69% 
         All contract charges           --            49           $    564           3.60%              
2012(s)  Lowest contract charge                                                                          
          1.30% Class A             $11.62            --                 --             --        17.85% 
         Highest contract charge                                                                         
          1.70% Class A             $11.47            --                 --             --        17.28% 
         All contract charges           --           156           $  1,810           1.34%              
2011(s)  Lowest contract charge                                                                          
          1.30% Class A             $ 9.86            --                 --             --        (9.29)%
         Highest contract charge                                                                         
          1.70% Class A             $ 9.78            --                 --             --        (9.61)%
         All contract charges           --           144           $  1,418           1.77%              
2010(s)  Lowest contract charge                                                                          
          1.30% Class A             $10.87            --                 --             --         6.88% 
         Highest contract charge                                                                         
          1.70% Class A             $10.82            --                 --             --         6.39% 
         All contract charges           --            87           $    941           1.48%              
AXA/TEMPLETON GLOBAL EQUITY                                                                              
MANAGED VOLATILITY                                                                                       
         Unit Value 0.30% to                                                                             
          1.70%*                                                                                         
   2014  Lowest contract charge                                                                          
          0.30% Class B             $10.37            --                 --             --         0.78% 
         Highest contract charge                                                                         
          1.70% Class B             $11.16            --                 --             --        (0.62)%
         All contract charges           --         1,232           $ 13,865           1.55%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                         YEARS ENDED DECEMBER 31,                        
                                  ---------------------------------------------------------------------  
                                             UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                  UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                  ---------- ----------------- ----------------- -------------- ---------
                                                                                                         
AXA/TEMPLETON GLOBAL EQUITY                                                                              
MANAGED VOLATILITY (CONTINUED)                                                                           
2013(t)  Lowest contract charge                                                                          
          1.30% Class B             $11.57            --                 --             --        25.35% 
         Highest contract charge                                                                         
          1.70% Class B             $11.23            --                 --             --        24.78% 
         All contract charges           --           955           $ 10,886           0.87%              
2012(s)  Lowest contract charge                                                                          
          0.95% Class B             $ 9.44            --                 --             --        18.15% 
         Highest contract charge                                                                         
          1.80% Class B             $ 8.94            --                 --             --        17.17% 
         All contract charges           --        21,501           $196,029           1.34%              
2011(s)  Lowest contract charge                                                                          
          0.95% Class B             $ 7.99            --                 --             --        (9.20)%
         Highest contract charge                                                                         
          1.80% Class B             $ 7.63            --                 --             --        (9.92)%
         All contract charges           --        21,852           $169,531           1.77%              
2010(s)  Lowest contract charge                                                                          
          0.50% Class B             $ 8.97            --                 --             --         7.43% 
         Highest contract charge                                                                         
          1.90% Class B             $ 8.44            --                 --             --         6.03% 
         All contract charges           --        22,506           $193,279           1.48%              
BLACKROCK GLOBAL ALLOCATION V.I.                                                                         
FUND                                                                                                     
         Unit Value 0.30% to                                                                             
          1.70%*                                                                                         
   2014  Lowest contract charge                                                                          
          0.30% Class III           $10.39            --                 --             --         1.66% 
         Highest contract charge                                                                         
          1.70% Class III           $12.61            --                 --             --         0.24% 
         All contract charges           --         6,696           $ 83,065           2.52%              
2013(t)  Lowest contract charge                                                                          
          0.65% Class III           $11.94            --                 --             --        13.61% 
         Highest contract charge                                                                         
          1.70% Class III           $12.58            --                 --             --        12.42% 
         All contract charges           --         5,103           $ 64,719           1.20%              
2012(r)  Lowest contract charge                                                                          
          1.30% Class III (e)       $11.33            --                 --             --         2.16% 
         Highest contract charge                                                                         
          1.70% Class III (e)       $11.19            --                 --             --         1.91% 
         All contract charges           --           680           $  7,678           3.42%              
2012(s)  Lowest contract charge                                                                          
          0.65% Class III           $10.51            --                 --             --         9.25% 
         Highest contract charge                                                                         
          1.70% Class III           $11.19            --                 --             --         8.12% 
         All contract charges           --         3,309           $     37           1.52%              
2011(s)  Lowest contract charge                                                                          
          0.65% Class III (b)       $ 9.62            --                 --             --        (5.59)%
         Highest contract charge                                                                         
          1.70% Class III           $10.35            --                 --             --        (5.31)%
         All contract charges           --         2,891           $ 30,083           3.14%              
2010(s)  Lowest contract charge                                                                          
          1.30% Class III           $10.98            --                 --             --         8.39% 
         Highest contract charge                                                                         
          1.70% Class III           $10.93            --                 --             --         7.90% 
         All contract charges           --         1,831           $ 20,063           2.23%              
BLACKROCK GLOBAL OPPORTUNITIES                                                                           
V.I. FUND                                                                                                
         Unit Value 0.30% to                                                                             
          1.25%*                                                                                         
   2014  Lowest contract charge                                                                          
          0.30% Class III           $ 9.98            --                 --             --        (4.68)%
         Highest contract charge                                                                         
          1.25% Class III           $ 9.86            --                 --             --        (5.65)%
         All contract charges           --           144           $  1,430           1.36%              
   2013  Lowest contract charge                                                                          
          1.20% Class III (h)       $10.45            --                 --             --         5.03% 
         Highest contract charge                                                                         
          1.25% Class III (h)       $10.45            --                 --             --         5.03% 
         All contract charges           --             3           $     27           0.17%              
BLACKROCK LARGE CAP GROWTH V.I                                                                           
FUND                                                                                                     
         Unit Value 0.65% to                                                                             
          1.70%*                                                                                         
   2014  Lowest contract charge                                                                          
          0.65% Class III           $18.10            --                 --             --        13.27% 
         Highest contract charge                                                                         
          1.70% Class III           $19.39            --                 --             --        12.02% 
         All contract charges           --         1,264           $ 24,892           0.46%              
2013(t)  Lowest contract charge                                                                          
          0.65% Class III           $15.98            --                 --             --        32.72% 
         Highest contract charge                                                                         
          1.70% Class III           $17.31            --                 --             --        31.34% 
         All contract charges           --           882           $ 15,474           0.66%              
2012(r)  Lowest contract charge                                                                          
          1.30% Class III (e)       $13.35            --                 --             --        (1.55)%
         Highest contract charge                                                                         
          1.65% Class III (e)       $13.20            --                 --             --        (1.79)%
         All contract charges           --            88           $  1,179           2.94%              
2012(s)  Lowest contract charge                                                                          
          0.65% Class III           $12.04            --                 --             --        14.02% 
         Highest contract charge                                                                         
          1.70% Class III           $13.18            --                 --             --        12.84% 
         All contract charges           --           490           $      7           1.21%              
2011(s)  Lowest contract charge                                                                          
          0.65% Class III (b)       $10.56            --                 --             --        (2.22)%
         Highest contract charge                                                                         
          1.70% Class III           $11.68            --                 --             --         0.60% 
         All contract charges           --           429           $  5,041           0.95%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
BLACKROCK LARGE CAP GROWTH V.I FUND (CONTINUED)                                                                            
2010(s)  Lowest contract charge 1.30% Class III       $11.67           --                 --              --        13.63% 
         Highest contract charge 1.70% Class III      $11.61           --                 --              --        13.16% 
         All contract charges                             --          158             $1,845            1.10%              
CHARTER/SM/ AGGRESSIVE GROWTH                                                                                              
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $10.16           --                 --              --         0.00% 
         Highest contract charge 1.25% Class B        $10.15           --                 --              --        (0.10)%
         All contract charges                             --          302             $3,066            1.76%              
   2013  Lowest contract charge 1.20% Class B (h)     $10.16           --                 --              --         1.80% 
         Highest contract charge 1.25% Class B (h)    $10.16           --                 --              --         1.80% 
         All contract charges                             --           13             $  130            2.10%              
CHARTER/SM/ ALTERNATIVE 100 CONSERVATIVE PLUS                                                                              
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $ 9.93           --                 --              --        (0.30)%
         Highest contract charge 1.25% Class B        $ 9.92           --                 --              --        (0.40)%
         All contract charges                             --          189             $1,877            1.89%              
   2013  Lowest contract charge 1.20% Class B (h)     $ 9.96           --                 --              --         0.40% 
         Highest contract charge 1.25% Class B (h)    $ 9.96           --                 --              --         0.50% 
         All contract charges                             --           14             $  136            1.87%              
CHARTER/SM/ ALTERNATIVE 100 GROWTH                                                                                         
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $ 9.50           --                 --              --        (3.06)%
         Highest contract charge 1.25% Class B        $ 9.49           --                 --              --        (3.16)%
         All contract charges                             --          193             $1,830            2.34%              
   2013  Lowest contract charge 1.20% Class B (h)     $ 9.80           --                 --              --        (0.31)%
         Highest contract charge 1.20% Class B (h)    $ 9.80           --                 --              --        (0.31)%
         All contract charges                             --            2             $   20            1.43%              
CHARTER/SM/ ALTERNATIVE 100 MODERATE                                                                                       
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $ 9.75           --                 --              --        (1.32)%
         Highest contract charge 1.25% Class B        $ 9.74           --                 --              --        (1.42)%
         All contract charges                             --          388             $3,780            2.24%              
   2013  Lowest contract charge 1.20% Class B (h)     $ 9.88           --                 --              --         0.10% 
         Highest contract charge 1.25% Class B (h)    $ 9.88           --                 --              --         0.10% 
         All contract charges                             --           31             $  309            1.74%              
CHARTER/SM/ CONSERVATIVE                                                                                                   
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $10.08           --                 --              --         0.80% 
         Highest contract charge 1.25% Class B        $10.07           --                 --              --         0.70% 
         All contract charges                             --          945             $9,527            2.79%              
   2013  Lowest contract charge 1.20% Class B (h)     $10.00           --                 --              --         0.30% 
         Highest contract charge 1.25% Class B (h)    $10.00           --                 --              --         0.30% 
         All contract charges                             --           70             $  700            1.50%              
CHARTER/SM/ EQUITY                                                                                                         
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $10.45           --                 --              --         1.06% 
         Highest contract charge 1.25% Class B        $10.44           --                 --              --         0.97% 
         All contract charges                             --          110             $1,142            1.26%              
   2013  Lowest contract charge 1.20% Class B (h)     $10.34           --                 --              --         2.89% 
         Highest contract charge 1.20% Class B (h)    $10.34           --                 --              --         2.89% 
         All contract charges                             --            3             $   36            1.87%              
CHARTER/SM/ FIXED INCOME                                                                                                   
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $ 9.98           --                 --              --         0.60% 
         Highest contract charge 1.25% Class B        $ 9.97           --                 --              --         0.50% 
         All contract charges                             --          112             $1,124            2.46%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                        YEARS ENDED DECEMBER 31,                        
                                                 ---------------------------------------------------------------------  
                                                            UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                 UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                 ---------- ----------------- ----------------- -------------- ---------
                                                                                                                        
CHARTER/SM/ FIXED INCOME (CONTINUED)                                                                                    
2013  Lowest contract charge 1.20% Class B (h)     $ 9.92            --                 --             --        (0.20)%
      Highest contract charge 1.25% Class B (h)    $ 9.92            --                 --             --        (0.20)%
      All contract charges                             --             5            $    56           1.49%              
CHARTER/SM/ GROWTH                                                                                                      
      Unit Value 1.20% to 1.25%*                                                                                        
2014  Lowest contract charge 1.20% Class B         $10.17            --                 --             --         0.49% 
      Highest contract charge 1.25% Class B        $10.16            --                 --             --         0.40% 
      All contract charges                             --         1,004            $10,199           1.88%              
2013  Lowest contract charge 1.20% Class B (h)     $10.12            --                 --             --         1.40% 
      Highest contract charge 1.25% Class B (h)    $10.12            --                 --             --         1.40% 
      All contract charges                             --           171            $ 1,727           1.54%              
CHARTER/SM/ INCOME STRATEGIES                                                                                           
      Unit Value 1.20% to 1.25%*                                                                                        
2014  Lowest contract charge 1.20% Class B         $10.30            --                 --             --         3.31% 
      Highest contract charge 1.25% Class B        $10.29            --                 --             --         3.21% 
      All contract charges                             --           242            $ 2,490           3.58%              
2013  Lowest contract charge 1.20% Class B (h)     $ 9.97            --                 --             --         0.10% 
      Highest contract charge 1.25% Class B (h)    $ 9.97            --                 --             --         0.10% 
      All contract charges                             --             2            $    22           2.30%              
CHARTER/SM/ INTEREST RATE STRATEGIES                                                                                    
      Unit Value 1.20% to 1.25%*                                                                                        
2014  Lowest contract charge 1.20% Class B (i)     $10.11            --                 --             --         1.30% 
      Highest contract charge 1.25% Class B (i)    $10.10            --                 --             --         1.20% 
      All contract charges                             --           444            $ 4,489           3.00%              
CHARTER/SM/ INTERNATIONAL CONSERVATIVE                                                                                  
      Unit Value 1.20% to 1.25%*                                                                                        
2014  Lowest contract charge 1.20% Class B         $ 9.72            --                 --             --        (1.62)%
      Highest contract charge 1.25% Class B        $ 9.71            --                 --             --        (1.72)%
      All contract charges                             --            45            $   436           3.10%              
2013  Lowest contract charge 1.20% Class B (h)     $ 9.88            --                 --             --         0.20% 
      Highest contract charge 1.25% Class B (h)    $ 9.88            --                 --             --         0.20% 
      All contract charges                             --             2            $    20           1.51%              
CHARTER/SM/ INTERNATIONAL GROWTH                                                                                        
      Unit Value 1.20% to 1.25%*                                                                                        
2014  Lowest contract charge 1.20% Class B (i)     $ 9.82            --                 --             --        (1.01)%
      Highest contract charge 1.25% Class B (i)    $ 9.82            --                 --             --        (1.01)%
      All contract charges                             --            59            $   574           3.04%              
CHARTER/SM/ INTERNATIONAL MODERATE                                                                                      
      Unit Value 1.20% to 1.25%*                                                                                        
2014  Lowest contract charge 1.20% Class B         $ 9.75            --                 --             --        (1.52)%
      Highest contract charge 1.25% Class B        $ 9.74            --                 --             --        (1.62)%
      All contract charges                             --            84            $   815           3.08%              
2013  Lowest contract charge 1.25% Class B (h)     $ 9.90            --                 --             --         0.30% 
      Highest contract charge 1.25% Class B (h)    $ 9.90            --                 --             --         0.30% 
      All contract charges                             --            --            $     2           1.50%              
CHARTER/SM/ MODERATE                                                                                                    
      Unit Value 1.20% to 1.25%*                                                                                        
2014  Lowest contract charge 1.20% Class B         $10.12            --                 --             --         0.60% 
      Highest contract charge 1.25% Class B        $10.11            --                 --             --         0.50% 
      All contract charges                             --         1,347            $13,626           2.50%              
2013  Lowest contract charge 1.20% Class B (h)     $10.06            --                 --             --         0.80% 
      Highest contract charge 1.25% Class B (h)    $10.06            --                 --             --         0.80% 
      All contract charges                             --            44            $   446           1.57%              
CHARTER/SM/ MODERATE GROWTH                                                                                             
      Unit Value 1.20% to 1.25%*                                                                                        
2014  Lowest contract charge 1.20% Class B         $10.18            --                 --             --         0.69% 
      Highest contract charge 1.25% Class B        $10.17            --                 --             --         0.59% 
      All contract charges                             --           850            $ 8,641           2.28%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
CHARTER/SM/ MODERATE GROWTH (CONTINUED)                                                                                    
   2013  Lowest contract charge 1.20% Class B (h)     $10.11            --                 --             --         1.30% 
         Highest contract charge 1.25% Class B (h)    $10.11            --                 --             --         1.30% 
         All contract charges                             --            38           $    380           1.83%              
CHARTER/SM/ MULTI-SECTOR BOND                                                                                              
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class B         $11.60            --                 --             --         1.05% 
         Highest contract charge 1.70% Class B        $27.33            --                 --             --         0.63% 
         All contract charges                             --           209           $  2,730           2.51%              
2013(t)  Lowest contract charge 1.30% Class B         $11.48            --                 --             --        (2.21)%
         Highest contract charge 1.70% Class B        $27.16            --                 --             --        (2.55)%
         All contract charges                             --           218           $  2,823           3.77%              
2012(s)  Lowest contract charge 0.95% Class B         $33.96            --                 --             --         4.33% 
         Highest contract charge 1.90% Class B        $26.43            --                 --             --         3.32% 
         All contract charges                             --        39,559           $646,802           2.34%              
2011(s)  Lowest contract charge 0.95% Class B         $32.55            --                 --             --         4.09% 
         Highest contract charge 1.90% Class B        $25.58            --                 --             --         3.06% 
         All contract charges                             --        38,474           $614,218           3.81%              
2010(s)  Lowest contract charge 0.50% Class B         $34.87            --                 --             --         6.12% 
         Highest contract charge 1.90% Class B        $24.82            --                 --             --         4.64% 
         All contract charges                             --        39,770           $619,466           2.62%              
CHARTER/SM/ REAL ASSETS                                                                                                    
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B (i)     $ 9.58            --                 --             --        (1.24)%
         Highest contract charge 1.25% Class B (i)    $ 9.58            --                 --             --        (1.14)%
         All contract charges                             --            91           $    869           2.86%              
CHARTER/SM/ SMALL CAP GROWTH                                                                                               
         Unit Value 0.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.30% Class B         $10.27            --                 --             --        (2.93)%
         Highest contract charge 1.70% Class B        $10.38            --                 --             --        (4.24)%
         All contract charges                             --           892           $  7,627           0.00%              
2013(t)  Lowest contract charge 1.30% Class B         $ 6.64            --                 --             --        45.93% 
         Highest contract charge 1.70% Class B        $10.84            --                 --             --        45.31% 
         All contract charges                             --           738           $  6,370           0.00%              
2012(s)  Lowest contract charge 0.95% Class B         $ 8.30            --                 --             --        10.23% 
         Highest contract charge 1.80% Class B        $ 7.35            --                 --             --         9.38% 
         All contract charges                             --        26,202           $179,471           0.00%              
2011(s)  Lowest contract charge 0.95% Class B         $ 7.53            --                 --             --       (16.43)%
         Highest contract charge 1.80% Class B        $ 6.72            --                 --             --       (17.24)%
         All contract charges                             --        28,274           $177,376             --               
2010(s)  Lowest contract charge 0.50% Class B         $ 9.52            --                 --             --        26.93% 
         Highest contract charge 1.90% Class B        $ 8.02            --                 --             --        25.12% 
         All contract charges                             --        31,439           $238,081             --               
CHARTER/SM/ SMALL CAP VALUE                                                                                                
         Unit Value 1.20% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $ 9.81            --                 --             --        (6.21)%
         Highest contract charge 1.70% Class B        $21.07            --                 --             --        (6.73)%
         All contract charges                             --           731           $ 12,106           0.19%              
2013(t)  Lowest contract charge 1.20% Class B (h)     $10.46            --                 --             --         4.70% 
         Highest contract charge 1.70% Class B        $22.59            --                 --             --        40.31% 
         All contract charges                             --           584           $ 11,411           0.75%              
2012(r)  Lowest contract charge 1.30% Class B (e)     $12.93            --                 --             --         3.94% 
         Highest contract charge 1.65% Class B (e)    $12.55            --                 --             --         3.72% 
         All contract charges                             --             9           $    117           1.05%              
2012(s)  Lowest contract charge 0.95% Class B         $18.04            --                 --             --        15.64% 
         Highest contract charge 1.90% Class B        $15.61            --                 --             --        14.53% 
         All contract charges                             --        26,271           $381,733           0.57%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,                        
                                                          ---------------------------------------------------------------------  
                                                                     UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                          UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                          ---------- ----------------- ----------------- -------------- ---------
                                                                                                                                 
CHARTER/SM/ SMALL CAP VALUE (CONTINUED)                                                                                          
2011(s)  Lowest contract charge 0.95% Class B               $15.60             --                 --            --        (9.88)%
         Highest contract charge 1.90% Class B              $13.63             --                 --            --       (10.74)%
         All contract charges                                   --         28,939         $  365,540          0.07%              
2010(s)  Lowest contract charge 0.50% Class B               $18.36             --                 --            --        23.89% 
         Highest contract charge 1.90% Class B              $15.27             --                 --            --        22.16% 
         All contract charges                                   --         32,868         $  463,526          0.15%              
CLEARBRIDGE VARIABLE AGGRESSIVE GROWTH PORTFOLIO                                                                                 
         Unit Value 1.20% to 1.70%*                                                                                              
   2014  Lowest contract charge 1.20% Class II (j)          $10.64             --                 --            --         6.93% 
         Highest contract charge 1.70% Class II (j)         $10.61             --                 --            --         6.63% 
         All contract charges                                   --          1,072         $   11,398          0.00%              
CLEARBRIDGE VARIABLE EQUITY INCOME PORTFOLIO                                                                                     
         Unit Value 1.20% to 1.70%*                                                                                              
   2014  Lowest contract charge 1.20% Class II (j)          $10.59             --                 --            --         6.54% 
         Highest contract charge 1.70% Class II (j)         $10.56             --                 --            --         6.24% 
         All contract charges                                   --            286         $    3,032          4.46%              
DELAWARE VIP(R) DIVERSIFIED INCOME SERIES                                                                                        
         Unit Value 1.20% to 1.25%*                                                                                              
   2014  Lowest contract charge 1.20% Service Class         $10.31             --                 --            --         3.72% 
         Highest contract charge 1.25% Service Class        $10.31             --                 --            --         3.72% 
         All contract charges                                   --            588         $    6,060          0.88%              
   2013  Lowest contract charge 1.20% Service Class (h)     $ 9.94             --                 --            --        (0.10)%
         Highest contract charge 1.25% Service Class (h)    $ 9.94             --                 --            --        (0.10)%
         All contract charges                                   --             15         $      144          0.00%              
DELAWARE VIP(R) EMERGING MARKETS SERIES                                                                                          
         Unit Value 1.20% to 1.25%*                                                                                              
   2014  Lowest contract charge 1.20% Service Class         $ 8.88             --                 --            --        (9.39)%
         Highest contract charge 1.25% Service Class        $ 8.88             --                 --            --        (9.39)%
         All contract charges                                   --             60         $      537          0.25%              
   2013  Lowest contract charge 1.20% Service Class (h)     $ 9.80             --                 --            --         0.72% 
         Highest contract charge 1.25% Service Class (h)    $ 9.80             --                 --            --         0.72% 
         All contract charges                                   --              5         $       46          0.00%              
DELAWARE VIP(R) LIMITED-TERM DIVERSIFIED INCOME SERIES                                                                           
         Unit Value 1.20% to 1.25%*                                                                                              
   2014  Lowest contract charge 1.20% Service Class         $10.02             --                 --            --         0.40% 
         Highest contract charge 1.25% Service Class        $10.01             --                 --            --         0.30% 
         All contract charges                                   --            429         $    4,300          1.57%              
   2013  Lowest contract charge 1.25% Service Class (h)     $ 9.98             --                 --            --        (0.10)%
         Highest contract charge 1.25% Service Class (h)    $ 9.98             --                 --            --        (0.10)%
         All contract charges                                   --             --         $       --          0.00%              
EATON VANCE VT FLOATING-RATE INCOME FUND                                                                                         
         Unit Value 1.20% to 1.25%*                                                                                              
   2014  Lowest contract charge 1.20% Initial Class         $10.00             --                 --            --        (0.50)%
         Highest contract charge 1.25% Initial Class        $ 9.99             --                 --            --        (0.60)%
         All contract charges                                   --            566         $    5,664          3.17%              
   2013  Lowest contract charge 1.20% Initial Class (h)     $10.05             --                 --            --         0.20% 
         Highest contract charge 1.25% Initial Class (h)    $10.05             --                 --            --         0.20% 
         All contract charges                                   --             29         $      290          0.48%              
EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH STRATEGIES                                                                                   
         Unit Value 0.65% to 1.70%*                                                                                              
   2014  Lowest contract charge 0.65% Class B               $12.30             --                 --            --         4.06% 
         Highest contract charge 1.70% Class B              $11.81             --                 --            --         2.96% 
         All contract charges                                   --        170,494         $2,031,930          0.95%              
2013(t)  Lowest contract charge 0.65% Class B               $11.82             --                 --            --        15.43% 
         Highest contract charge 1.70% Class B              $11.47             --                 --            --        14.24% 
         All contract charges                                   --        115,146         $1,329,120          0.37%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                               YEARS ENDED DECEMBER 31,                        
                                        ---------------------------------------------------------------------  
                                                   UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                        UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                        ---------- ----------------- ----------------- -------------- ---------
                                                                                                               
EQ/ALLIANCEBERNSTEIN DYNAMIC WEALTH                                                                            
STRATEGIES (CONTINUED)                                                                                         
2012(r)  Lowest contract charge 1.30%                                                                          
          Class B (e)                     $10.12            --                 --             --         1.10% 
         Highest contract charge 1.70%                                                                         
          Class B (e)                     $10.04            --                 --             --         0.80% 
         All contract charges                 --        21,714           $219,067           0.86%              
2012(s)  Lowest contract charge 0.65%                                                                          
          Class B                         $10.24            --                 --             --         7.00% 
         Highest contract charge 1.70%                                                                         
          Class B                         $10.04            --                 --             --         5.91% 
         All contract charges                 --        33,558           $338,311           0.61%              
2011(s)  Lowest contract charge 1.30%                                                                          
          Class B (c)                     $ 9.51            --                 --             --        (4.90)%
         Highest contract charge 1.70%                                                                         
          Class B (c)                     $ 9.48            --                 --             --        (5.20)%
         All contract charges                 --         5,946           $ 56,477             --               
EQ/ALLIANCEBERNSTEIN SHORT DURATION                                                                            
GOVERNMENT BOND                                                                                                
         Unit Value 1.20% to 1.25%*                                                                            
   2014  Lowest contract charge 1.20%                                                                          
          Class B                         $ 9.80            --                 --             --        (1.71)%
         Highest contract charge 1.25%                                                                         
          Class B                         $ 9.79            --                 --             --        (1.81)%
         All contract charges                 --            57           $    560           0.00%              
   2013  Lowest contract charge 1.20%                                                                          
          Class B (h)                     $ 9.97            --                 --             --        (0.20)%
         Highest contract charge 1.25%                                                                         
          Class B (h)                     $ 9.97            --                 --             --        (0.20)%
         All contract charges                 --            23           $    229           0.00%              
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH                                                                          
         Unit Value 0.65% to 1.70%*                                                                            
   2014  Lowest contract charge 0.65%                                                                          
          Class A                         $17.29            --                 --             --         2.86% 
         Highest contract charge 1.70%                                                                         
          Class A                         $21.66            --                 --             --         1.83% 
         All contract charges                 --         1,187           $ 26,079           0.07%              
2013(t)  Lowest contract charge 0.65%                                                                          
          Class A                         $16.81            --                 --             --        37.34% 
         Highest contract charge 1.70%                                                                         
          Class A                         $21.27            --                 --             --        35.82% 
         All contract charges                 --           980           $ 21,064           0.06%              
2012(r)  Lowest contract charge 1.30%                                                                          
          Class A (e)                     $15.86            --                 --             --         1.47% 
         Highest contract charge 1.70%                                                                         
          Class A (e)                     $15.66            --                 --             --         1.16% 
         All contract charges                 --           152           $  2,377           0.57%              
2012(s)  Lowest contract charge 0.65%                                                                          
          Class A                         $12.24            --                 --             --        14.82% 
         Highest contract charge 1.70%                                                                         
          Class A                         $15.66            --                 --             --        13.64% 
         All contract charges                 --           407           $  6,446           0.22%              
2011(s)  Lowest contract charge 0.65%                                                                          
          Class A (b)                     $10.66            --                 --             --        (4.65)%
         Highest contract charge 1.70%                                                                         
          Class A                         $13.78            --                 --             --        (2.13)%
         All contract charges                 --           258           $  3,572             --               
2010(s)  Lowest contract charge 1.30%                                                                          
          Class A                         $14.14            --                 --             --        31.78% 
         Highest contract charge 1.70%                                                                         
          Class A                         $14.08            --                 --             --        31.34% 
         All contract charges                 --           168           $  2,379             --               
EQ/ALLIANCEBERNSTEIN SMALL CAP GROWTH                                                                          
         Unit Value 1.20% to 1.70%*                                                                            
   2014  Lowest contract charge 1.20%                                                                          
          Class B                         $10.58            --                 --             --         2.32% 
         Highest contract charge 1.70%                                                                         
          Class B                         $29.37            --                 --             --         1.80% 
         All contract charges                 --           741           $ 15,872           0.07%              
2013(t)  Lowest contract charge 1.20%                                                                          
          Class B (h)                     $10.34            --                 --             --         4.23% 
         Highest contract charge 1.70%                                                                         
          Class B                         $28.85            --                 --             --        35.83% 
         All contract charges                 --           486           $ 12,294           0.06%              
2012(s)  Lowest contract charge 0.95%                                                                          
          Class B                         $23.92            --                 --             --        14.45% 
         Highest contract charge 1.90%                                                                         
          Class B                         $20.57            --                 --             --        13.40% 
         All contract charges                 --        23,849           $463,084           0.22%              
2011(s)  Lowest contract charge 0.95%                                                                          
          Class B                         $20.90            --                 --             --        (1.55)%
         Highest contract charge 1.90%                                                                         
          Class B                         $18.14            --                 --             --        (2.53)%
         All contract charges                 --        25,346           $432,523             --               
2010(s)  Lowest contract charge 0.50%                                                                          
          Class B                         $22.59            --                 --             --        32.57% 
         Highest contract charge 1.90%                                                                         
          Class B                         $18.61            --                 --             --        30.69% 
         All contract charges                 --        26,419           $462,036             --               

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
EQ/BLACKROCK BASIC VALUE EQUITY                                                                                            
         Unit Value 0.65% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.65% Class A         $17.01            --                 --             --         9.04% 
         Highest contract charge 1.70% Class A        $17.85            --                 --             --         7.85% 
         All contract charges                             --         5,944           $107,665           1.22%              
2013(t)  Lowest contract charge 0.65% Class A         $15.60            --                 --             --        36.84% 
         Highest contract charge 1.70% Class A        $16.55            --                 --             --        35.43% 
         All contract charges                             --         4,625           $ 77,441           1.90%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $12.38            --                 --             --         1.39% 
         Highest contract charge 1.70% Class A (e)    $12.22            --                 --             --         1.08% 
         All contract charges                             --           574           $  7,070           3.26%              
2012(s)  Lowest contract charge 0.65% Class A         $11.40            --                 --             --        12.87% 
         Highest contract charge 1.70% Class A        $12.22            --                 --             --        11.70% 
         All contract charges                             --         2,719           $ 33,523           1.53%              
2011(s)  Lowest contract charge 0.65% Class A (b)     $10.10            --                 --             --        (6.57)%
         Highest contract charge 1.70% Class A        $10.94            --                 --             --        (4.54)%
         All contract charges                             --         2,342           $ 25,770           1.26%              
2010(s)  Lowest contract charge 1.30% Class A         $11.51            --                 --             --        11.10% 
         Highest contract charge 1.70% Class A        $11.46            --                 --             --        10.62% 
         All contract charges                             --         1,070           $ 12,298           1.30%              
EQ/BLACKROCK BASIC VALUE EQUITY                                                                                            
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $11.31            --                 --             --         8.33% 
         Highest contract charge 1.25% Class B        $11.30            --                 --             --         8.34% 
         All contract charges                             --           615           $  6,959           1.22%              
   2013  Lowest contract charge 1.20% Class B (h)     $10.44            --                 --             --         3.06% 
         Highest contract charge 1.25% Class B (h)    $10.43            --                 --             --         2.96% 
         All contract charges                             --            45           $    475           1.90%              
EQ/BOSTON ADVISORS EQUITY INCOME                                                                                           
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $18.56            --                 --             --         7.28% 
         Highest contract charge 1.70% Class A        $18.18            --                 --             --         6.82% 
         All contract charges                             --         1,057           $ 19,484           1.61%              
2013(t)  Lowest contract charge 1.30% Class A         $17.30            --                 --             --        29.98% 
         Highest contract charge 1.70% Class A        $17.02            --                 --             --        29.53% 
         All contract charges                             --         1,120           $ 19,272           2.37%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $13.31            --                 --             --         4.72% 
         Highest contract charge 1.70% Class A (e)    $13.14            --                 --             --         4.37% 
         All contract charges                             --           231           $  3,057           4.91%              
2012(s)  Lowest contract charge 1.30% Class A         $13.31            --                 --             --        16.24% 
         Highest contract charge 1.70% Class A        $13.14            --                 --             --        15.77% 
         All contract charges                             --           439           $  5,807           2.13%              
2011(s)  Lowest contract charge 1.30% Class A         $11.45            --                 --             --        (1.46)%
         Highest contract charge 1.70% Class A        $11.35            --                 --             --        (1.90)%
         All contract charges                             --           221           $  2,525           1.90%              
2010(s)  Lowest contract charge 1.30% Class A         $11.62            --                 --             --        14.48% 
         Highest contract charge 1.70% Class A        $11.57            --                 --             --        14.10% 
         All contract charges                             --            77           $    889           2.49%              
EQ/BOSTON ADVISORS EQUITY INCOME                                                                                           
         Unit Value 1.20% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $11.26            --                 --             --         7.44% 
         Highest contract charge 1.70% Class B        $ 8.73            --                 --             --         6.72% 
         All contract charges                             --         1,303           $  8,344           1.61%              
2013(t)  Lowest contract charge 1.30% Class B (h)     $10.48            --                 --             --         3.05% 
         Highest contract charge 1.70% Class B        $ 8.18            --                 --             --        29.64% 
         All contract charges                             --         1,101           $  5,734           2.37%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
EQ/BOSTON ADVISORS EQUITY INCOME (CONTINUED)                                                                               
2012(s)  Lowest contract charge 0.95% Class B         $ 7.03            --                 --             --        16.58% 
         Highest contract charge 1.90% Class B        $ 6.13            --                 --             --        15.44% 
         All contract charges                             --        53,849           $285,945           2.13%              
2011(s)  Lowest contract charge 0.95% Class B         $ 6.03            --                 --             --        (1.31)%
         Highest contract charge 1.90% Class B        $ 5.31            --                 --             --        (2.39)%
         All contract charges                             --        46,896           $212,989           1.90%              
2010(s)  Lowest contract charge 0.50% Class B         $ 6.45            --                 --             --        15.18% 
         Highest contract charge 1.90% Class B        $ 5.44            --                 --             --        13.57% 
         All contract charges                             --        45,605           $214,535           2.49%              
EQ/CALVERT SOCIALLY RESPONSIBLE                                                                                            
         Unit Value 1.20% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $11.75            --                 --             --        12.33% 
         Highest contract charge 1.70% Class B        $12.41            --                 --             --        11.70% 
         All contract charges                             --            95           $  1,372           0.94%              
2013(t)  Lowest contract charge 1.30% Class B         $15.50            --                 --             --        32.59% 
         Highest contract charge 1.70% Class B (f)    $11.11            --                 --             --        23.17% 
         All contract charges                             --            61           $    825           0.79%              
2012(s)  Lowest contract charge 1.20% Class B         $ 9.00            --                 --             --        15.24% 
         Highest contract charge 1.80% Class B        $ 8.30            --                 --             --        14.64% 
         All contract charges                             --         4,542           $ 47,200           0.98%              
2011(s)  Lowest contract charge 1.20% Class B         $ 7.81            --                 --             --        (0.89)%
         Highest contract charge 1.80% Class B        $ 7.24            --                 --             --        (1.50)%
         All contract charges                             --         4,681           $ 42,315           0.35%              
2010(s)  Lowest contract charge 0.50% Class B         $ 8.54            --                 --             --        11.93% 
         Highest contract charge 1.90% Class B        $ 7.27            --                 --             --        10.49% 
         All contract charges                             --         5,101           $ 46,879           0.05%              
EQ/CAPITAL GUARDIAN RESEARCH                                                                                               
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $20.19            --                 --             --         9.08% 
         Highest contract charge 1.70% Class A        $19.78            --                 --             --         8.62% 
         All contract charges                             --           558           $ 11,176           0.76%              
2013(t)  Lowest contract charge 1.30% Class A         $18.51            --                 --             --        30.08% 
         Highest contract charge 1.70% Class A        $18.21            --                 --             --        29.61% 
         All contract charges                             --           453           $  8,324           1.76%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $14.23            --                 --             --         5.10% 
         Highest contract charge 1.65% Class A (e)    $14.07            --                 --             --         4.84% 
         All contract charges                             --            33           $    472           2.26%              
2012(s)  Lowest contract charge 1.30% Class A         $14.23            --                 --             --        15.88% 
         Highest contract charge 1.70% Class A        $14.05            --                 --             --        15.35% 
         All contract charges                             --           146           $  2,073           0.89%              
2011(s)  Lowest contract charge 1.30% Class A         $12.28            --                 --             --         2.85% 
         Highest contract charge 1.70% Class A        $12.18            --                 --             --         2.53% 
         All contract charges                             --            90           $  1,098           0.71%              
2010(s)  Lowest contract charge 1.30% Class A         $11.94            --                 --             --        14.59% 
         Highest contract charge 1.70% Class A        $11.88            --                 --             --        14.12% 
         All contract charges                             --            50           $    602           0.74%              
EQ/CAPITAL GUARDIAN RESEARCH                                                                                               
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class B         $20.29            --                 --             --         9.09% 
         Highest contract charge 1.70% Class B        $18.41            --                 --             --         8.61% 
         All contract charges                             --           254           $  4,987           0.76%              
2013(t)  Lowest contract charge 1.30% Class B         $18.60            --                 --             --        30.07% 
         Highest contract charge 1.70% Class B        $16.95            --                 --             --        29.49% 
         All contract charges                             --           267           $  4,841           1.76%              
2012(s)  Lowest contract charge 0.95% Class B         $14.52            --                 --             --        16.25% 
         Highest contract charge 1.90% Class B        $12.73            --                 --             --        15.20% 
         All contract charges                             --        63,706           $880,226           0.89%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
EQ/CAPITAL GUARDIAN RESEARCH (CONTINUED)                                                                                   
2011(s)  Lowest contract charge 0.95% Class B         $12.49             --                 --            --         3.05% 
         Highest contract charge 1.90% Class B        $11.05             --                 --            --         2.03% 
         All contract charges                             --         69,996         $  835,757          0.71%              
2010(s)  Lowest contract charge 0.50% Class B         $12.78             --                 --            --        15.24% 
         Highest contract charge 1.90% Class B        $10.83             --                 --            --        13.64% 
         All contract charges                             --         77,666         $  904,589          0.74%              
EQ/COMMON STOCK INDEX                                                                                                      
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $19.43             --                 --            --        10.65% 
         Highest contract charge 1.70% Class A        $19.03             --                 --            --        10.19% 
         All contract charges                             --            929         $   17,926          1.61%              
2013(t)  Lowest contract charge 1.30% Class A         $17.56             --                 --            --        30.75% 
         Highest contract charge 1.70% Class A        $17.27             --                 --            --        30.24% 
         All contract charges                             --            585         $   10,230          1.76%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $13.43             --                 --            --         2.36% 
         Highest contract charge 1.70% Class A (e)    $13.26             --                 --            --         2.08% 
         All contract charges                             --             66         $      890          3.28%              
2012(s)  Lowest contract charge 1.30% Class A         $13.43             --                 --            --        14.10% 
         Highest contract charge 1.70% Class A        $13.26             --                 --            --        13.62% 
         All contract charges                             --            224         $    2,984          1.55%              
2011(s)  Lowest contract charge 1.30% Class A         $11.77             --                 --            --        (0.59)%
         Highest contract charge 1.70% Class A        $11.67             --                 --            --        (0.93)%
         All contract charges                             --            166         $    1,957          1.24%              
2010(s)  Lowest contract charge 1.30% Class A         $11.84             --                 --            --        14.73% 
         Highest contract charge 1.70% Class A        $11.78             --                 --            --        14.15% 
         All contract charges                             --             93         $    1,103          1.26%              
EQ/COMMON STOCK INDEX                                                                                                      
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $11.54             --                 --            --        10.75% 
         Highest contract charge 1.25% Class B        $11.53             --                 --            --        10.65% 
         All contract charges                             --            177         $    2,041          1.61%              
   2013  Lowest contract charge 1.20% Class B (h)     $10.42             --                 --            --         3.37% 
         Highest contract charge 1.25% Class B (h)    $10.42             --                 --            --         3.37% 
         All contract charges                             --             10         $       99          1.76%              
EQ/CONVERTIBLE SECURITIES                                                                                                  
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $11.00             --                 --            --         7.32% 
         Highest contract charge 1.25% Class B        $10.99             --                 --            --         7.22% 
         All contract charges                             --            228         $    2,501          1.78%              
   2013  Lowest contract charge 1.20% Class B (h)     $10.25             --                 --            --         2.60% 
         Highest contract charge 1.20% Class B (h)    $10.25             --                 --            --         2.60% 
         All contract charges                             --              3         $       27          0.85%              
EQ/CORE BOND INDEX                                                                                                         
         Unit Value 0.65% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.65% Class B         $10.36             --                 --            --         1.77% 
         Highest contract charge 1.70% Class B        $10.48             --                 --            --         0.67% 
         All contract charges                             --         30,215         $  323,566          1.32%              
2013(t)  Lowest contract charge 0.65% Class B         $10.18             --                 --            --        (2.21)%
         Highest contract charge 1.70% Class B        $10.41             --                 --            --        (3.34)%
         All contract charges                             --         29,915         $  317,364          1.23%              
2012(r)  Lowest contract charge 1.30% Class B (e)     $10.90             --                 --            --         0.93% 
         Highest contract charge 1.70% Class B (e)    $10.77             --                 --            --         0.75% 
         All contract charges                             --            281         $    3,060          3.07%              
2012(s)  Lowest contract charge 0.65% Class B         $10.41             --                 --            --         2.46% 
         Highest contract charge 1.90% Class B        $13.39             --                 --            --         1.21% 
         All contract charges                             --        104,051         $1,241,073          1.47%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
EQ/CORE BOND INDEX (CONTINUED)                                                                                             
2011(s)  Lowest contract charge 0.65% Class B         $10.16            --                  --            --         4.21% 
         Highest contract charge 1.90% Class B        $13.23            --                  --            --         2.80% 
         All contract charges                             --        97,647          $1,156,460          1.89%              
2010(s)  Lowest contract charge 0.50% Class B         $15.47            --                  --            --         5.24% 
         Highest contract charge 1.90% Class B        $12.87            --                  --            --         3.79% 
         All contract charges                             --        94,923          $1,102,809          2.24%              
EQ/EMERGING MARKETS EQUITY PLUS                                                                                            
         Unit Value 1.20% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $ 9.28            --                  --            --        (4.33)%
         Highest contract charge 1.70% Class B        $ 8.86            --                  --            --        (4.73)%
         All contract charges                             --           283          $    2,543          0.67%              
   2013  Lowest contract charge 1.30% Class B (f)     $ 9.34            --                  --            --        (6.22)%
         Highest contract charge 1.70% Class B (f)    $ 9.30            --                  --            --        (6.63)%
         All contract charges                             --            78          $      732          0.69%              
EQ/ENERGY ETF                                                                                                              
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $ 8.40            --                  --            --       (16.25)%
         Highest contract charge 1.25% Class B        $ 8.40            --                  --            --       (16.25)%
         All contract charges                             --            83          $      697          1.58%              
   2013  Lowest contract charge 1.20% Class B (h)     $10.03            --                  --            --         1.42% 
         Highest contract charge 1.20% Class B (h)    $10.03            --                  --            --         1.42% 
         All contract charges                             --            --          $        3          1.64%              
EQ/EQUITY 500 INDEX                                                                                                        
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $19.20            --                  --            --        11.50% 
         Highest contract charge 1.70% Class A        $18.81            --                  --            --        11.04% 
         All contract charges                             --         5,070          $   96,494          1.80%              
2013(t)  Lowest contract charge 1.30% Class A         $17.22            --                  --            --        29.77% 
         Highest contract charge 1.70% Class A        $16.94            --                  --            --        29.31% 
         All contract charges                             --         3,194          $   54,612          1.82%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $13.27            --                  --            --         2.39% 
         Highest contract charge 1.70% Class A (e)    $13.10            --                  --            --         2.02% 
         All contract charges                             --           473          $    6,257          3.68%              
2012(s)  Lowest contract charge 1.30% Class A         $13.27            --                  --            --        13.71% 
         Highest contract charge 1.70% Class A        $13.10            --                  --            --        13.22% 
         All contract charges                             --         1,409          $       19          1.70%              
2011(s)  Lowest contract charge 1.30% Class A         $11.67            --                  --            --         0.52% 
         Highest contract charge 1.70% Class A        $11.57            --                  --            --         0.09% 
         All contract charges                             --         1,156          $   13,434          1.45%              
2010(s)  Lowest contract charge 1.30% Class A         $11.61            --                  --            --        13.16% 
         Highest contract charge 1.70% Class A        $11.56            --                  --            --        12.67% 
         All contract charges                             --           501          $    5,807          1.43%              
EQ/EQUITY 500 INDEX                                                                                                        
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $11.66            --                  --            --        11.69% 
         Highest contract charge 1.25% Class B        $11.65            --                  --            --        11.59% 
         All contract charges                             --         1,097          $   12,785          1.80%              
   2013  Lowest contract charge 1.20% Class B (h)     $10.44            --                  --            --         3.16% 
         Highest contract charge 1.25% Class B (h)    $10.44            --                  --            --         3.16% 
         All contract charges                             --            14          $      146          1.82%              
EQ/GAMCO MERGERS AND ACQUISITIONS                                                                                          
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $12.64            --                  --            --         0.32% 
         Highest contract charge 1.70% Class A        $12.38            --                  --            --        (0.08)%
         All contract charges                             --           827          $   10,378          0.00%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
EQ/GAMCO MERGERS AND ACQUISITIONS (CONTINUED)                                                                              
2013(t)  Lowest contract charge 1.30% Class A         $12.60            --                 --             --         9.47% 
         Highest contract charge 1.70% Class A        $12.39            --                 --             --         9.07% 
         All contract charges                             --           679           $  8,497           0.50%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $11.51            --                 --             --         1.14% 
         Highest contract charge 1.70% Class A (e)    $11.36            --                 --             --         0.80% 
         All contract charges                             --            54           $    632           0.00%              
2012(s)  Lowest contract charge 1.30% Class A         $11.51            --                 --             --         3.88% 
         Highest contract charge 1.70% Class A        $11.36            --                 --             --         3.46% 
         All contract charges                             --           440           $  5,036           0.00%              
2011(s)  Lowest contract charge 1.30% Class A         $11.08            --                 --             --         0.27% 
         Highest contract charge 1.70% Class A        $10.98            --                 --             --        (0.09)%
         All contract charges                             --           360           $  3,979           0.19%              
2010(s)  Lowest contract charge 1.30% Class A         $11.05            --                 --             --         8.55% 
         Highest contract charge 1.70% Class A        $10.99            --                 --             --         7.96% 
         All contract charges                             --           163           $  1,798             --               
EQ/GAMCO MERGERS AND ACQUISITIONS                                                                                          
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $10.14            --                 --             --         0.40% 
         Highest contract charge 1.25% Class B        $10.14            --                 --             --         0.40% 
         All contract charges                             --           146           $  1,485           0.00%              
   2013  Lowest contract charge 1.20% Class B (h)     $10.10            --                 --             --         1.41% 
         Highest contract charge 1.25% Class B (h)    $10.10            --                 --             --         1.41% 
         All contract charges                             --             6           $     57           0.50%              
EQ/GAMCO SMALL COMPANY VALUE                                                                                               
         Unit Value 0.65% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.65% Class A         $16.95            --                 --             --         2.36% 
         Highest contract charge 1.70% Class A        $21.11            --                 --             --         1.30% 
         All contract charges                             --         7,809           $167,255           0.31%              
2013(t)  Lowest contract charge 0.65% Class A         $16.56            --                 --             --        38.23% 
         Highest contract charge 1.70% Class A        $20.84            --                 --             --        36.75% 
         All contract charges                             --         6,135           $129,348           0.32%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $15.43            --                 --             --         6.27% 
         Highest contract charge 1.70% Class A (e)    $15.24            --                 --             --         5.98% 
         All contract charges                             --           776           $ 11,930           2.69%              
2012(s)  Lowest contract charge 0.65% Class A         $11.98            --                 --             --        17.11% 
         Highest contract charge 1.70% Class A        $15.24            --                 --             --        15.89% 
         All contract charges                             --         3,453           $ 53,054           1.24%              
2011(s)  Lowest contract charge 0.65% Class A (b)     $10.23            --                 --             --        (5.45)%
         Highest contract charge 1.70% Class A        $13.15            --                 --             --        (4.92)%
         All contract charges                             --         2,853           $ 37,738           0.08%              
2010(s)  Lowest contract charge 1.30% Class A         $13.89            --                 --             --        31.16% 
         Highest contract charge 1.70% Class A        $13.83            --                 --             --        30.72% 
         All contract charges                             --         1,235           $ 17,130           0.37%              
EQ/GAMCO SMALL COMPANY VALUE                                                                                               
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $10.70            --                 --             --         1.81% 
         Highest contract charge 1.25% Class B        $10.70            --                 --             --         1.81% 
         All contract charges                             --           952           $ 10,188           0.31%              
   2013  Lowest contract charge 1.20% Class B (h)     $10.51            --                 --             --         5.10% 
         Highest contract charge 1.25% Class B (h)    $10.51            --                 --             --         5.10% 
         All contract charges                             --            65           $    683           0.32%              
EQ/GLOBAL BOND PLUS                                                                                                        
         Unit Value 0.65% to 1.70%                                                                                         
   2014  Lowest contract charge 0.65% Class A         $10.06            --                 --             --         0.20% 
         Highest contract charge 1.70% Class A        $10.28            --                 --             --        (0.77)%
         All contract charges                             --           621           $  6,477           0.70%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
EQ/GLOBAL BOND PLUS (CONTINUED)                                                                                            
2013(t)  Lowest contract charge 1.30% Class A         $10.54            --                 --             --        (3.83)%
         Highest contract charge 1.70% Class A        $10.36            --                 --             --        (4.25)%
         All contract charges                             --           562           $  5,899           0.01%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $10.96            --                 --             --         0.00% 
         Highest contract charge 1.70% Class A (e)    $10.82            --                 --             --         0.00% 
         All contract charges                             --            78           $ 11,303           0.41%              
2012(s)  Lowest contract charge 1.30% Class A         $10.96            --                 --             --         2.43% 
         Highest contract charge 1.70% Class A        $10.82            --                 --             --         1.98% 
         All contract charges                             --           420           $  4,579           1.41%              
2011(s)  Lowest contract charge 1.30% Class A         $10.70            --                 --             --         3.28% 
         Highest contract charge 1.70% Class A        $10.61            --                 --             --         2.91% 
         All contract charges                             --           350           $  3,728           3.36%              
2010(s)  Lowest contract charge 1.30% Class A         $10.36            --                 --             --         5.18% 
         Highest contract charge 1.70% Class A        $10.31            --                 --             --         4.67% 
         All contract charges                             --           140           $  1,442           2.92%              
EQ/GLOBAL BOND PLUS                                                                                                        
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class B         $12.04            --                 --             --        (0.50)%
         Highest contract charge 1.70% Class B        $11.60            --                 --             --        (0.85)%
         All contract charges                             --           445           $  5,262           0.70%              
2013(t)  Lowest contract charge 1.30% Class B         $12.10            --                 --             --        (3.74)%
         Highest contract charge 1.70% Class B        $11.70            --                 --             --        (4.18)%
         All contract charges                             --           454           $  5,404           0.01%              
2012(s)  Lowest contract charge 0.95% Class B         $12.90            --                 --             --         2.79% 
         Highest contract charge 1.90% Class B        $12.03            --                 --             --         1.78% 
         All contract charges                             --        39,823           $493,953           1.41%              
2011(s)  Lowest contract charge 0.95% Class B         $12.55            --                 --             --         3.38% 
         Highest contract charge 1.90% Class B        $11.82            --                 --             --         2.43% 
         All contract charges                             --        41,863           $508,159           3.36%              
2010(s)  Lowest contract charge 0.50% Class B         $12.43            --                 --             --         5.79% 
         Highest contract charge 1.90% Class B        $11.54            --                 --             --         4.25% 
         All contract charges                             --        40,077           $473,013           2.92%              
EQ/HIGH YIELD BOND                                                                                                         
         Unit Value 1.20% to 1.70%*                                                                                        
   2014  Lowest contract charge 120% Class B          $10.14            --                 --             --         0.70% 
         Highest contract charge 1.70% Class B        $10.51            --                 --             --         0.19% 
         All contract charges                             --           533           $  5,586           4.19%              
   2013  Lowest contract charge 120% Class B (h)      $10.07            --                 --             --         0.80% 
         Highest contract charge 1.70% Class B (f)    $10.49            --                 --             --         4.69% 
         All contract charges                             --           152           $  1,585           5.16%              
EQ/INTERMEDIATE GOVERNMENT BOND                                                                                            
         Unit Value 0.65% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.65% Class B         $10.07            --                 --             --         0.80% 
         Highest contract charge 1.70% Class B        $10.04            --                 --             --        (0.20)%
         All contract charges                             --        12,538           $130,682           0.41%              
2013(t)  Lowest contract charge 0.65% Class B         $ 9.99            --                 --             --        (2.25)%
         Highest contract charge 1.70% Class B        $10.06            --                 --             --        (3.36)%
         All contract charges                             --        12,463           $129,739           0.22%              
2012(r)  Lowest contract charge 1.30% Class B (e)     $10.54            --                 --             --        (0.09)%
         Highest contract charge 1.70% Class B (e)    $10.41            --                 --             --        (0.38)%
         All contract charges                             --           171           $  1,790           0.50%              
2012(s)  Lowest contract charge 0.65% Class B         $10.22            --                 --             --         0.29% 
         Highest contract charge 1.90% Class B        $18.54            --                 --             --        (0.91)%
         All contract charges                             --        33,728           $440,306           0.24%              
2011(s)  Lowest contract charge 0.95% Class B         $22.86            --                 --             --         4.34% 
         Highest contract charge 1.90% Class B        $18.71            --                 --             --         3.26% 
         All contract charges                             --        33,208           $447,386           0.43%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
EQ/INTERMEDIATE GOVERNMENT BOND (CONTINUED)                                                                                
2010(s)  Lowest contract charge 0.50% Class B         $23.97            --                 --             --         3.72% 
         Highest contract charge 1.90% Class B        $18.12            --                 --             --         2.26% 
         All contract charges                             --        28,642           $391,601           1.22%              
EQ/INTERNATIONAL EQUITY INDEX                                                                                              
         Unit Value 0.65% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.65% Class A         $11.05            --                 --             --        (7.53)%
         Highest contract charge 1.70% Class A        $11.20            --                 --             --        (8.50)%
         All contract charges                             --         1,362           $ 15,412           4.42%              
2013(t)  Lowest contract charge 0.65% Class A         $11.95            --                 --             --        20.71% 
         Highest contract charge 1.70% Class A        $12.24            --                 --             --        19.41% 
         All contract charges                             --           639           $  7,902           2.96%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $10.38            --                 --             --         8.46% 
         Highest contract charge 1.70% Class A (e)    $10.25            --                 --             --         8.12% 
         All contract charges                             --            72           $    739           6.02%              
2012(s)  Lowest contract charge 0.65% Class A         $ 9.90            --                 --             --        15.52% 
         Highest contract charge 1.70% Class A        $10.25            --                 --             --        14.27% 
         All contract charges                             --           244           $  2,520           3.00%              
2011(s)  Lowest contract charge 0.65% Class A (b)     $ 8.57            --                 --             --       (15.48)%
         Highest contract charge 1.70% Class A        $ 8.97            --                 --             --       (13.42)%
         All contract charges                             --           184           $  1,657           2.76%              
2010(s)  Lowest contract charge 1.30% Class A         $10.41            --                 --             --         4.10% 
         Highest contract charge 1.70% Class A        $10.36            --                 --             --         3.70% 
         All contract charges                             --           102           $  1,062           2.24%              
EQ/INTERNATIONAL EQUITY INDEX                                                                                              
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $ 9.31            --                 --             --        (8.00)%
         Highest contract charge 1.25% Class B        $ 9.30            --                 --             --        (8.10)%
         All contract charges                             --           500           $  4,652           4.42%              
   2013  Lowest contract charge 1.20% Class B (h)     $10.12            --                 --             --         1.10% 
         Highest contract charge 1.25% Class B (h)    $10.12            --                 --             --         1.10% 
         All contract charges                             --             4           $     40           2.96%              
EQ/INTERNATIONAL ETF                                                                                                       
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $11.61            --                 --             --        (8.29)%
         Highest contract charge 1.70% Class A        $11.38            --                 --             --        (8.59)%
         All contract charges                             --           354           $  4,081           2.52%              
2013(t)  Lowest contract charge 1.30% Class A         $12.66            --                 --             --        19.10% 
         Highest contract charge 1.70% Class A        $12.45            --                 --             --        18.57% 
         All contract charges                             --           371           $  4,676           3.75%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $10.63            --                 --             --         7.81% 
         Highest contract charge 1.70% Class A (e)    $10.50            --                 --             --         7.58% 
         All contract charges                             --            53           $    557           5.71%              
2012(s)  Lowest contract charge 1.30% Class A         $10.63            --                 --             --        16.30% 
         Highest contract charge 1.70% Class A        $10.50            --                 --             --        15.89% 
         All contract charges                             --           302           $  3,191           2.92%              
2011(s)  Lowest contract charge 1.30% Class A         $ 9.14            --                 --             --       (14.02)%
         Highest contract charge 1.70% Class A        $ 9.06            --                 --             --       (14.37)%
         All contract charges                             --           251           $  2,293           2.55%              
2010(s)  Lowest contract charge 1.30% Class A         $10.63            --                 --             --         6.30% 
         Highest contract charge 1.70% Class A        $10.58            --                 --             --         5.91% 
         All contract charges                             --           125           $  1,330           2.43%              
EQ/INVESCO COMSTOCK(L)(M)                                                                                                  
         Unit Value 0.65% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.65% Class A         $17.23            --                 --             --         8.23% 
         Highest contract charge 1.70% Class A        $18.52            --                 --             --         7.05% 
         All contract charges                             --         1,384           $ 25,986           2.26%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
EQ/INVESCO COMSTOCK(L)(M) (CONTINUED)                                                                                      
2013(t)  Lowest contract charge 0.65% Class A         $15.92            --                 --             --        34.23% 
         Highest contract charge 1.70% Class A        $17.30            --                 --             --        32.77% 
         All contract charges                             --           299           $  5,249           4.77%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $13.20            --                 --             --         5.43% 
         Highest contract charge 1.70% Class A (e)    $13.03            --                 --             --         5.08% 
         All contract charges                             --            36           $    472           3.37%              
2012(s)  Lowest contract charge 0.65% Class A         $11.86            --                 --             --        17.66% 
         Highest contract charge 1.70% Class A        $13.03            --                 --             --        16.44% 
         All contract charges                             --           185           $  2,431           1.27%              
2011(s)  Lowest contract charge 0.65% Class A (b)     $10.08            --                 --             --        (5.08)%
         Highest contract charge 1.70% Class A        $11.19            --                 --             --        (3.45)%
         All contract charges                             --           142           $  1,598           1.38%              
2010(s)  Lowest contract charge 1.30% Class A         $11.64            --                 --             --        14.01% 
         Highest contract charge 1.70% Class A        $11.59            --                 --             --        13.52% 
         All contract charges                             --            83           $    969           1.26%              
EQ/INVESCO COMSTOCK(L)(M)                                                                                                  
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class B         $16.68            --                 --             --         7.47% 
         Highest contract charge 1.70% Class B        $16.04            --                 --             --         7.00% 
         All contract charges                             --           612           $ 10,036           2.26%              
2013(t)  Lowest contract charge 1.30% Class B         $15.52            --                 --             --        33.33% 
         Highest contract charge 1.70% Class B        $14.99            --                 --             --        32.77% 
         All contract charges                             --           192           $  2,939           4.77%              
2012(s)  Lowest contract charge 0.95% Class B         $11.97            --                 --             --        17.35% 
         Highest contract charge 1.80% Class B        $11.20            --                 --             --        16.30% 
         All contract charges                             --        22,874           $262,341           1.27%              
2011(s)  Lowest contract charge 0.95% Class B         $10.20            --                 --             --        (2.95)%
         Highest contract charge 1.90% Class B        $ 9.57            --                 --             --        (3.82)%
         All contract charges                             --        24,155           $237,419           1.38%              
2010(s)  Lowest contract charge 0.50% Class B         $10.78            --                 --             --        14.56% 
         Highest contract charge 1.90% Class B        $ 9.95            --                 --             --        13.07% 
         All contract charges                             --        23,369           $237,948           1.26%              
EQ/JPMORGAN VALUE OPPORTUNITIES                                                                                            
         Unit Value 0.65% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.65% Class A         $17.41            --                 --             --        13.64% 
         Highest contract charge 1.70% Class A        $18.16            --                 --             --        12.45% 
         All contract charges                             --           365           $  6,734           1.09%              
2013(t)  Lowest contract charge 0.65% Class A         $15.32            --                 --             --        34.98% 
         Highest contract charge 1.70% Class A        $16.15            --                 --             --        33.47% 
         All contract charges                             --           371           $  6,078           2.08%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $12.25            --                 --             --         3.38% 
         Highest contract charge 1.70% Class A (e)    $12.10            --                 --             --         3.15% 
         All contract charges                             --            61           $    743           1.87%              
2012(s)  Lowest contract charge 0.65% Class A         $11.35            --                 --             --        15.23% 
         Highest contract charge 1.70% Class A        $12.10            --                 --             --        14.15% 
         All contract charges                             --           292           $  3,573           0.95%              
2011(s)  Lowest contract charge 0.65% Class A (b)     $ 9.85            --                 --             --        (8.46)%
         Highest contract charge 1.70% Class A        $10.60            --                 --             --        (6.61)%
         All contract charges                             --           266           $  2,845           1.03%              
2010(s)  Lowest contract charge 1.30% Class A         $11.41            --                 --             --        11.21% 
         Highest contract charge 1.70% Class A        $11.35            --                 --             --        10.62% 
         All contract charges                             --           163           $  1,852           1.32%              
EQ/JPMORGAN VALUE OPPORTUNITIES                                                                                            
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class B         $19.85            --                 --             --        12.91% 
         Highest contract charge 1.70% Class B        $20.44            --                 --             --        12.43% 
         All contract charges                             --           156           $  3,131           1.09%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
EQ/JPMORGAN VALUE OPPORTUNITIES (CONTINUED)                                                                                
2013(t)  Lowest contract charge 1.30% Class B         $17.58            --                 --             --        33.99% 
         Highest contract charge 1.70% Class B        $18.18            --                 --             --        33.48% 
         All contract charges                             --           127           $  2,263           2.08%              
2012(s)  Lowest contract charge 0.95% Class B         $15.34            --                 --             --        14.91% 
         Highest contract charge 1.90% Class B        $13.19            --                 --             --        13.81% 
         All contract charges                             --        17,582           $242,364           0.95%              
2011(s)  Lowest contract charge 0.95% Class B         $13.35            --                 --             --        (6.12)%
         Highest contract charge 1.90% Class B        $11.59            --                 --             --        (7.06)%
         All contract charges                             --        19,801           $238,926           1.03%              
2010(s)  Lowest contract charge 0.50% Class B         $15.13            --                 --             --        11.74% 
         Highest contract charge 1.90% Class B        $12.47            --                 --             --        10.26% 
         All contract charges                             --        21,596           $279,401           1.32%              
EQ/LARGE CAP GROWTH INDEX                                                                                                  
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $19.80            --                 --             --        10.74% 
         Highest contract charge 1.70% Class A        $19.39            --                 --             --        10.30% 
         All contract charges                             --           993           $ 19,557           1.17%              
2013(t)  Lowest contract charge 1.30% Class A         $17.88            --                 --             --        30.80% 
         Highest contract charge 1.70% Class A        $17.58            --                 --             --        30.22% 
         All contract charges                             --           698           $ 12,399           1.10%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $13.67            --                 --             --        (0.44)%
         Highest contract charge 1.70% Class A (e)    $13.50            --                 --             --        (0.66)%
         All contract charges                             --           136           $  1,851           2.54%              
2012(s)  Lowest contract charge 1.30% Class A         $13.67            --                 --             --        13.26% 
         Highest contract charge 1.70% Class A        $13.50            --                 --             --        12.78% 
         All contract charges                             --           408           $  5,559           1.20%              
2011(s)  Lowest contract charge 1.30% Class A         $12.07            --                 --             --         1.26% 
         Highest contract charge 1.70% Class A        $11.97            --                 --             --         0.93% 
         All contract charges                             --           320           $  3,850           0.88%              
2010(s)  Lowest contract charge 1.30% Class A         $11.92            --                 --             --        14.73% 
         Highest contract charge 1.70% Class A        $11.86            --                 --             --        14.26% 
         All contract charges                             --           155           $  1,848           0.97%              
EQ/LARGE CAP GROWTH INDEX                                                                                                  
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $11.60            --                 --             --        10.90% 
         Highest contract charge 1.25% Class B        $11.59            --                 --             --        10.80% 
         All contract charges                             --           278           $  3,223           1.17%              
   2013  Lowest contract charge 1.30% Class B (h)     $10.46            --                 --             --         3.87% 
         Highest contract charge 1.70% Class B (h)    $10.46            --                 --             --         3.87% 
         All contract charges                             --            15           $    157           1.10%              
EQ/LARGE CAP VALUE INDEX                                                                                                   
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $19.03            --                 --             --        11.16% 
         Highest contract charge 1.70% Class A        $18.64            --                 --             --        10.69% 
         All contract charges                             --           910           $ 17,135           2.02%              
2013(t)  Lowest contract charge 1.30% Class A         $17.12            --                 --             --        29.89% 
         Highest contract charge 1.70% Class A        $16.84            --                 --             --        29.34% 
         All contract charges                             --           544           $  9,242           1.80%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $13.18            --                 --             --         5.27% 
         Highest contract charge 1.70% Class A (e)    $13.02            --                 --             --         5.08% 
         All contract charges                             --           133           $  1,738           4.46%              
2012(s)  Lowest contract charge 1.30% Class A         $13.18            --                 --             --        15.01% 
         Highest contract charge 1.70% Class A        $13.02            --                 --             --        14.61% 
         All contract charges                             --           195           $  2,563           1.91%              
2011(s)  Lowest contract charge 1.30% Class A         $11.46            --                 --             --        (1.38)%
         Highest contract charge 1.70% Class A        $11.36            --                 --             --        (1.73)%
         All contract charges                             --           155           $  1,774           1.77%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
EQ/LARGE CAP VALUE INDEX (CONTINUED)                                                                                       
2010(s)  Lowest contract charge 1.30% Class A         $11.62            --                 --             --        13.48% 
         Highest contract charge 1.70% Class A        $11.56            --                 --             --        12.89% 
         All contract charges                             --            82           $    948           1.54%              
EQ/LARGE CAP VALUE INDEX                                                                                                   
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $11.58            --                 --             --        11.24% 
         Highest contract charge 1.25% Class B        $11.58            --                 --             --        11.24% 
         All contract charges                             --           151           $  1,749           2.02%              
   2013  Lowest contract charge 1.20% Class B (h)     $10.41            --                 --             --         2.76% 
         Highest contract charge 1.25% Class B (h)    $10.41            --                 --             --         2.76% 
         All contract charges                             --             7           $     73           1.80%              
EQ/LOW VOLATILITY GLOBAL ETF                                                                                               
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $10.66            --                 --             --         6.92% 
         Highest contract charge 1.25% Class B        $10.65            --                 --             --         6.82% 
         All contract charges                             --            75           $    798           2.64%              
   2013  Lowest contract charge 1.20% Class B (h)     $ 9.97            --                 --             --         0.20% 
         Highest contract charge 1.25% Class B (h)    $ 9.97            --                 --             --         0.20% 
         All contract charges                             --             5           $     52           1.77%              
EQ/MFS INTERNATIONAL GROWTH                                                                                                
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $12.71            --                 --             --        (6.27)%
         Highest contract charge 1.70% Class A        $12.45            --                 --             --        (6.60)%
         All contract charges                             --         1,355           $ 17,105           1.04%              
2013(t)  Lowest contract charge 1.30% Class A         $13.56            --                 --             --        12.16% 
         Highest contract charge 1.70% Class A        $13.33            --                 --             --        11.74% 
         All contract charges                             --         1,117           $ 15,044           1.10%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $12.09            --                 --             --         4.86% 
         Highest contract charge 1.70% Class A (e)    $11.93            --                 --             --         4.56% 
         All contract charges                             --           160           $  1,929           2.50%              
2012(s)  Lowest contract charge 1.30% Class A         $12.09            --                 --             --        18.18% 
         Highest contract charge 1.70% Class A        $11.93            --                 --             --        17.65% 
         All contract charges                             --           454           $  5,463           0.99%              
2011(s)  Lowest contract charge 1.30% Class A         $10.23            --                 --             --       (11.66)%
         Highest contract charge 1.70% Class A        $10.14            --                 --             --       (12.06)%
         All contract charges                             --           334           $  3,412           0.64%              
2010(s)  Lowest contract charge 1.30% Class A         $11.58            --                 --             --        13.75% 
         Highest contract charge 1.70% Class A        $11.53            --                 --             --        13.26% 
         All contract charges                             --           126           $  1,453           0.98%              
EQ/MFS INTERNATIONAL GROWTH                                                                                                
         Unit Value 1.20% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $ 9.40            --                 --             --        (6.19)%
         Highest contract charge 1.70% Class B        $15.60            --                 --             --        (6.64)%
         All contract charges                             --           809           $  8,848           1.04%              
2013(t)  Lowest contract charge 1.20% Class B (h)     $10.02            --                 --             --         0.50% 
         Highest contract charge 1.70% Class B        $16.71            --                 --             --        11.70% 
         All contract charges                             --           613           $  7,458           1.10%              
2012(s)  Lowest contract charge 1.20% Class B         $15.55            --                 --             --        18.25% 
         Highest contract charge 1.80% Class B        $14.84            --                 --             --        17.59% 
         All contract charges                             --        31,803           $398,332           0.99%              
2011(s)  Lowest contract charge 1.20% Class B         $13.15            --                 --             --       (11.74)%
         Highest contract charge 1.90% Class B        $12.54            --                 --             --       (12.43)%
         All contract charges                             --        30,869           $328,558           0.64%              
2010(s)  Lowest contract charge 0.50% Class B         $15.51            --                 --             --        14.38% 
         Highest contract charge 1.90% Class B        $14.32            --                 --             --        12.76% 
         All contract charges                             --        30,667           $376,915           0.98%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
EQ/MID CAP INDEX                                                                                                           
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $20.54            --                 --             --         7.60% 
         Highest contract charge 1.70% Class A        $20.11            --                 --             --         7.14% 
         All contract charges                             --         1,672            $34,038           1.03%              
2013(t)  Lowest contract charge 1.30% Class A         $19.09            --                 --             --        30.84% 
         Highest contract charge 1.70% Class A        $18.77            --                 --             --        30.35% 
         All contract charges                             --         1,012            $19,196           1.02%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $14.59            --                 --             --         2.67% 
         Highest contract charge 1.70% Class A (e)    $14.40            --                 --             --         2.35% 
         All contract charges                             --           153            $ 2,219           2.25%              
2012(s)  Lowest contract charge 1.30% Class A         $14.59            --                 --             --        15.52% 
         Highest contract charge 1.70% Class A        $14.40            --                 --             --        15.02% 
         All contract charges                             --           367            $ 5,340           0.99%              
2011(s)  Lowest contract charge 1.30% Class A         $12.63            --                 --             --        (3.37)%
         Highest contract charge 1.70% Class A        $12.52            --                 --             --        (3.77)%
         All contract charges                             --           302            $ 3,804           0.61%              
2010(s)  Lowest contract charge 1.30% Class A         $13.07            --                 --             --        24.36% 
         Highest contract charge 1.70% Class A        $13.01            --                 --             --        23.90% 
         All contract charges                             --           185            $ 2,418           0.74%              
EQ/MID CAP INDEX                                                                                                           
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $11.12            --                 --             --         7.65% 
         Highest contract charge 1.25% Class B        $11.11            --                 --             --         7.66% 
         All contract charges                             --           559            $ 6,207           1.03%              
   2013  Lowest contract charge 1.20% Class B (h)     $10.33            --                 --             --         3.09% 
         Highest contract charge 1.25% Class B (h)    $10.32            --                 --             --         2.99% 
         All contract charges                             --            14            $   144           1.02%              
EQ/MONEY MARKET                                                                                                            
         Unit Value 0.65% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.65% Class A         $ 9.73            --                 --             --        (0.71)%
         Highest contract charge 1.70% Class A        $ 9.17            --                 --             --        (1.71)%
         All contract charges                             --         5,837            $54,908           0.00%              
2013(t)  Lowest contract charge 0.65% Class A         $ 9.80            --                 --             --        (0.61)%
         Highest contract charge 1.70% Class A        $ 9.33            --                 --             --        (1.69)%
         All contract charges                             --         5,649            $54,098           0.00%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $ 9.61            --                 --             --        (0.83)%
         Highest contract charge 1.70% Class A (e)    $ 9.49            --                 --             --        (1.15)%
         All contract charges                             --         3,253            $30,995           0.00%              
2012(s)  Lowest contract charge 0.65% Class A         $ 9.86            --                 --             --        (0.70)%
         Highest contract charge 1.70% Class A        $ 9.49            --                 --             --        (1.66)%
         All contract charges                             --         2,080            $19,884           0.00%              
2011(s)  Lowest contract charge 0.65% Class A (b)     $ 9.93            --                 --             --        (0.60)%
         Highest contract charge 1.70% Class A        $ 9.65            --                 --             --        (1.73)%
         All contract charges                             --         4,907            $47,537           0.01%              
2010(s)  Lowest contract charge 1.30% Class A         $ 9.87            --                 --             --        (1.20)%
         Highest contract charge 1.70% Class A        $ 9.82            --                 --             --        (1.60)%
         All contract charges                             --         2,179            $21,441             --               
EQ/MONEY MARKET                                                                                                            
         Unit Value 0.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.30% Class B         $ 9.96            --                 --             --        (0.30)%
         Highest contract charge 1.70% Class B        $25.04            --                 --             --        (1.69)%
         All contract charges                             --         5,879            $60,569           0.00%              
2013(t)  Lowest contract charge 1.20% Class B (h)     $ 9.98            --                 --             --        (0.10)%
         Highest contract charge 1.70% Class B        $25.47            --                 --             --        (1.70)%
         All contract charges                             --         2,743            $29,635           0.00%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
EQ/MONEY MARKET (CONTINUED)                                                                                                
2012(s)  Lowest contract charge 0.00% Class B         $44.43             --                --             --         0.00% 
         Highest contract charge 1.90% Class B        $24.30             --                --             --        (1.94)%
         All contract charges                             --        180,902          $645,099           0.00%              
2011(s)  Lowest contract charge 0.00% Class B         $44.43             --                --             --         0.00% 
         Highest contract charge 1.90% Class B        $24.78             --                --             --        (1.86)%
         All contract charges                             --         85,545          $655,858           0.01%              
2010(s)  Lowest contract charge 0.00% Class B         $44.43             --                --             --         0.00% 
         Highest contract charge 1.90% Class B        $25.25             --                --             --        (1.90)%
         All contract charges                             --         65,197          $653,462             --               
EQ/MORGAN STANLEY MID CAP GROWTH                                                                                           
         Unit Value 0.65% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.65% Class A         $14.09             --                --             --        (1.40)%
         Highest contract charge 1.70% Class A        $17.20             --                --             --        (2.38)%
         All contract charges                             --          2,193          $ 38,236           0.00%              
2013(t)  Lowest contract charge 0.65% Class A         $14.29             --                --             --        37.67% 
         Highest contract charge 1.70% Class A        $17.62             --                --             --        36.17% 
         All contract charges                             --          1,976          $ 35,165           0.00%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $13.10             --                --             --         1.14% 
         Highest contract charge 1.70% Class A (e)    $12.94             --                --             --         0.82% 
         All contract charges                             --            272          $  3,559           0.97%              
2012(s)  Lowest contract charge 0.65% Class A         $10.38             --                --             --         8.01% 
         Highest contract charge 1.70% Class A        $12.94             --                --             --         6.94% 
         All contract charges                             --          1,342          $ 17,512           0.44%              
2011(s)  Lowest contract charge 0.65% Class A (b)     $ 9.61             --                --             --       (11.35)%
         Highest contract charge 1.70% Class A        $12.10             --                --             --        (9.02)%
         All contract charges                             --          1,182          $ 14,382           0.25%              
2010(s)  Lowest contract charge 1.30% Class A         $13.36             --                --             --        30.85% 
         Highest contract charge 1.70% Class A        $13.30             --                --             --        30.39% 
         All contract charges                             --            456          $  6,078           0.12%              
EQ/MORGAN STANLEY MID CAP GROWTH                                                                                           
         Unit Value 1.20% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $10.46             --                --             --        (1.88)%
         Highest contract charge 1.70% Class B        $21.38             --                --             --        (2.42)%
         All contract charges                             --            770          $ 14,709           0.00%              
2013(t)  Lowest contract charge 1.20% Class B (h)     $10.66             --                --             --         4.61% 
         Highest contract charge 1.70% Class B        $21.91             --                --             --        36.17% 
         All contract charges                             --            569          $ 12,387           0.00%              
2012(s)  Lowest contract charge 0.95% Class B         $17.05             --                --             --         7.71% 
         Highest contract charge 1.90% Class B        $15.84             --                --             --         6.67% 
         All contract charges                             --         33,732          $552,320           0.44%              
2011(s)  Lowest contract charge 0.95% Class B         $15.83             --                --             --        (8.60)%
         Highest contract charge 1.90% Class B        $14.85             --                --             --        (9.45)%
         All contract charges                             --         36,425          $556,589           0.25%              
2010(s)  Lowest contract charge 0.50% Class B         $17.77             --                --             --        31.63% 
         Highest contract charge 1.90% Class B        $16.40             --                --             --        29.85% 
         All contract charges                             --         36,207          $608,343           0.12%              
EQ/NATURAL RESOURCES PLUS                                                                                                  
         Unit Value 1.20% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $ 8.65             --                --             --       (13.84)%
         Highest contract charge 1.70% Class B        $ 8.83             --                --             --       (14.19)%
         All contract charges                             --            157          $  1,387           1.45%              
   2013  Lowest contract charge 1.30% Class B (f)     $10.33             --                --             --         3.61% 
         Highest contract charge 1.70% Class B (f)    $10.29             --                --             --         3.21% 
         All contract charges                             --             38          $    393           1.47%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
EQ/OPPENHEIMER GLOBAL                                                                                                      
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $15.62            --                 --             --         0.45% 
         Highest contract charge 1.70% Class A        $15.30            --                 --             --         0.07% 
         All contract charges                             --         2,055           $ 31,876           0.58%              
2013(t)  Lowest contract charge 1.30% Class A         $15.55            --                 --             --        24.70% 
         Highest contract charge 1.70% Class A        $15.29            --                 --             --        24.21% 
         All contract charges                             --         1,401           $ 21,649           2.86%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $12.47            --                 --             --         8.06% 
         Highest contract charge 1.70% Class A (e)    $12.31            --                 --             --         7.79% 
         All contract charges                             --           106           $  1,321           1.79%              
2012(s)  Lowest contract charge 1.30% Class A         $12.47            --                 --             --        18.88% 
         Highest contract charge 1.70% Class A        $12.31            --                 --             --        18.37% 
         All contract charges                             --           849           $ 10,536           0.87%              
2011(s)  Lowest contract charge 1.30% Class A         $10.49            --                 --             --        (9.65)%
         Highest contract charge 1.70% Class A        $10.40            --                 --             --        (9.96)%
         All contract charges                             --           718           $  7,507           0.78%              
2010(s)  Lowest contract charge 1.30% Class A         $11.61            --                 --             --        14.05% 
         Highest contract charge 1.70% Class A        $11.55            --                 --             --        13.46% 
         All contract charges                             --           264           $  3,054           0.65%              
EQ/OPPENHEIMER GLOBAL                                                                                                      
         Unit Value 0.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.30% Class B         $10.50            --                 --             --         1.45% 
         Highest contract charge 1.70% Class B        $13.67            --                 --             --         0.07% 
         All contract charges                             --           633           $  8,270           0.58%              
2013(t)  Lowest contract charge 1.30% Class B (h)     $10.33            --                 --             --         3.40% 
         Highest contract charge 1.70% Class B        $13.66            --                 --             --        24.18% 
         All contract charges                             --           416           $  5,762           2.86%              
2012(s)  Lowest contract charge 0.95% Class B         $11.54            --                 --             --        19.21% 
         Highest contract charge 1.80% Class B        $10.93            --                 --             --        18.16% 
         All contract charges                             --        29,044           $323,779           0.87%              
2011(s)  Lowest contract charge 0.95% Class B         $ 9.68            --                 --             --        (9.45)%
         Highest contract charge 1.90% Class B        $ 9.20            --                 --             --       (10.33)%
         All contract charges                             --        29,008           $272,754           0.78%              
2010(s)  Lowest contract charge 0.50% Class B         $10.90            --                 --             --        14.62% 
         Highest contract charge 1.90% Class B        $10.26            --                 --             --        13.00% 
         All contract charges                             --        23,163           $241,951           0.65%              
EQ/PIMCO GLOBAL REAL RETURN                                                                                                
         Unit Value 1.20% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $10.31            --                 --             --         6.51% 
         Highest contract charge 1.70% Class B        $ 9.88            --                 --             --         6.01% 
         All contract charges                             --           455           $  4,558           7.08%              
   2013  Lowest contract charge 1.20% Class B (h)     $ 9.68            --                 --             --        (2.22)%
         Highest contract charge 1.70% Class B (f)    $ 9.32            --                 --             --        (6.61)%
         All contract charges                             --           153           $  1,423           0.17%              
EQ/PIMCO ULTRA SHORT BOND                                                                                                  
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $ 9.60            --                 --             --        (1.34)%
         Highest contract charge 1.70% Class A        $ 9.40            --                 --             --        (1.78)%
         All contract charges                             --         2,340           $ 22,300           0.40%              
2013(t)  Lowest contract charge 1.30% Class A         $ 9.73            --                 --             --        (1.32)%
         Highest contract charge 1.70% Class A        $ 9.57            --                 --             --        (1.64)%
         All contract charges                             --         2,328           $ 22,491           0.80%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $ 9.86            --                 --             --        (0.20)%
         Highest contract charge 1.70% Class A (e)    $ 9.73            --                 --             --        (0.51)%
         All contract charges                             --           382           $  3,738           0.99%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
EQ/PIMCO ULTRA SHORT BOND (CONTINUED)                                                                                      
2012(s)  Lowest contract charge 1.30% Class A         $ 9.86             --                 --            --         0.20% 
         Highest contract charge 1.70% Class A        $ 9.73             --                 --            --        (0.31)%
         All contract charges                             --          1,581         $   15,504          0.53%              
2011(s)  Lowest contract charge 0.65% Class A (b)     $ 9.92             --                 --            --        (0.70)%
         Highest contract charge 1.70% Class A        $ 9.76             --                 --            --        (1.61)%
         All contract charges                             --          1,850         $   18,121          0.51%              
2010(s)  Lowest contract charge 1.30% Class A         $ 9.96             --                 --            --        (0.30)%
         Highest contract charge 1.70% Class A        $ 9.92             --                 --            --        (0.60)%
         All contract charges                             --          1,339         $   13,301          0.32%              
EQ/PIMCO ULTRA SHORT BOND                                                                                                  
         Unit Value 1.20% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $ 9.84             --                 --            --        (1.30)%
         Highest contract charge 1.70% Class B        $10.06             --                 --            --        (1.85)%
         All contract charges                             --            389         $    3,788          0.40%              
2013(t)  Lowest contract charge 1.20% Class B (h)     $ 9.97             --                 --            --        (0.20)%
         Highest contract charge 1.70% Class B        $10.25             --                 --            --        (1.35)%
         All contract charges                             --            228         $    2,227          0.80%              
2012(s)  Lowest contract charge 0.95% Class B         $11.04             --                 --            --         0.55% 
         Highest contract charge 1.90% Class B        $10.25             --                 --            --        (0.49)%
         All contract charges                             --         99,739         $1,034,575          0.53%              
2011(s)  Lowest contract charge 0.95% Class B         $10.98             --                 --            --        (1.17)%
         Highest contract charge 1.90% Class B        $10.30             --                 --            --        (2.09)%
         All contract charges                             --        110,963         $1,151,604          0.51%              
2010(s)  Lowest contract charge 0.50% Class B         $11.40             --                 --            --         0.35% 
         Highest contract charge 1.90% Class B        $10.52             --                 --            --        (1.03)%
         All contract charges                             --        121,269         $1,281,207          0.32%              
EQ/QUALITY BOND PLUS                                                                                                       
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class B         $11.11             --                 --            --         1.55% 
         Highest contract charge 1.70% Class B        $15.67             --                 --            --         1.16% 
         All contract charges                             --          2,077         $   25,065          1.06%              
2013(t)  Lowest contract charge 1.30% Class B         $10.94             --                 --            --        (3.53)%
         Highest contract charge 1.70% Class B        $15.49             --                 --            --        (3.97)%
         All contract charges                             --          1,880         $   22,503          0.40%              
2012(s)  Lowest contract charge 1.20% Class B         $17.78             --                 --            --         1.43% 
         Highest contract charge 1.90% Class B        $15.51             --                 --            --         0.71% 
         All contract charges                             --         38,915         $  505,313          0.62%              
2011(s)  Lowest contract charge 0.95% Class B         $18.36             --                 --            --         0.27% 
         Highest contract charge 1.90% Class B        $15.40             --                 --            --        (0.71)%
         All contract charges                             --         40,402         $  519,876          2.32%              
2010(s)  Lowest contract charge 0.50% Class B         $19.80             --                 --            --         5.71% 
         Highest contract charge 1.90% Class B        $15.51             --                 --            --         4.23% 
         All contract charges                             --         43,644         $  565,217         10.49%              
EQ/REAL ESTATE PLUS                                                                                                        
         Unit Value 0.65% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.65% Class B         $10.22             --                 --            --        15.87% 
         Highest contract charge 1.70% Class B        $11.06             --                 --            --        14.61% 
         All contract charges                             --            522         $    5,787          8.97%              
   2013  Lowest contract charge 1.30% Class B (f)     $ 9.68             --                 --            --        (3.39)%
         Highest contract charge 1.70% Class B (f)    $ 9.65             --                 --            --        (3.69)%
         All contract charges                             --            152         $    1,467          3.06%              
EQ/SMALL COMPANY INDEX                                                                                                     
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class A         $20.38             --                 --            --         3.50% 
         Highest contract charge 1.70% Class A        $19.96             --                 --            --         3.10% 
         All contract charges                             --          1,162         $   23,463          0.93%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
EQ/SMALL COMPANY INDEX (CONTINUED)                                                                                         
2013(t)  Lowest contract charge 1.30% Class A         $19.69            --                 --             --        35.61% 
         Highest contract charge 1.70% Class A        $19.36            --                 --             --        35.10% 
         All contract charges                             --           974           $ 19,005           1.36%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $14.52            --                 --             --         3.86% 
         Highest contract charge 1.70% Class A (e)    $14.33            --                 --             --         3.54% 
         All contract charges                             --           163           $  2,354           3.35%              
2012(s)  Lowest contract charge 1.30% Class A         $14.52            --                 --             --        14.06% 
         Highest contract charge 1.70% Class A        $14.33            --                 --             --        13.55% 
         All contract charges                             --           308           $  4,461           1.49%              
2011(s)  Lowest contract charge 1.30% Class A         $12.73            --                 --             --        (5.00)%
         Highest contract charge 1.70% Class A        $12.62            --                 --             --        (5.40)%
         All contract charges                             --           272           $  3,450           0.66%              
2010(s)  Lowest contract charge 1.30% Class A         $13.40            --                 --             --        24.54% 
         Highest contract charge 1.70% Class A        $13.34            --                 --             --        23.98% 
         All contract charges                             --           193           $  2,581           0.97%              
EQ/SMALL COMPANY INDEX                                                                                                     
         Unit Value 1.20% to 1.25%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $10.74            --                 --             --         3.67% 
         Highest contract charge 1.25% Class B        $10.73            --                 --             --         3.57% 
         All contract charges                             --           249           $  2,679           0.93%              
   2013  Lowest contract charge 1.25% Class B (h)     $10.36            --                 --             --         4.75% 
         Highest contract charge 1.25% Class B (h)    $10.36            --                 --             --         4.75% 
         All contract charges                             --             3           $     34           1.36%              
EQ/T. ROWE PRICE GROWTH STOCK                                                                                              
         Unit Value 0.65% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.65% Class A         $17.41            --                 --             --         7.94% 
         Highest contract charge 1.70% Class A        $19.41            --                 --             --         6.82% 
         All contract charges                             --         3,388           $ 66,665           0.00%              
2013(t)  Lowest contract charge 0.65% Class A         $16.13            --                 --             --        37.04% 
         Highest contract charge 1.70% Class A        $18.17            --                 --             --        35.60% 
         All contract charges                             --         2,395           $ 44,014           0.00%              
2012(r)  Lowest contract charge 1.30% Class A (e)     $13.57            --                 --             --        (0.95)%
         Highest contract charge 1.70% Class A (e)    $13.40            --                 --             --        (1.25)%
         All contract charges                             --           414           $  5,584           0.00%              
2012(s)  Lowest contract charge 0.65% Class A         $11.77            --                 --             --        18.17% 
         Highest contract charge 1.70% Class A        $13.40            --                 --             --        16.93% 
         All contract charges                             --         1,130           $ 15,276             --               
2011(s)  Lowest contract charge 0.65% Class A (b)     $ 9.96            --                 --             --        (5.77)%
         Highest contract charge 1.70% Class A        $11.46            --                 --             --        (3.37)%
         All contract charges                             --           889           $ 10,249             --               
2010(s)  Lowest contract charge 1.30% Class A         $11.92            --                 --             --        15.17% 
         Highest contract charge 1.70% Class A        $11.86            --                 --             --        14.70% 
         All contract charges                             --           443           $  5,276             --               
EQ/T. ROWE PRICE GROWTH STOCK                                                                                              
         Unit Value 1.20% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.20% Class B         $11.23            --                 --             --         7.26% 
         Highest contract charge 1.70% Class B        $24.23            --                 --             --         6.79% 
         All contract charges                             --         1,415           $ 19,973           0.00%              
2013(t)  Lowest contract charge 1.20% Class B (h)     $10.47            --                 --             --         5.23% 
         Highest contract charge 1.70% Class B        $22.69            --                 --             --        35.54% 
         All contract charges                             --           933           $ 13,678           0.00%              
2012(s)  Lowest contract charge 0.95% Class B         $20.15            --                 --             --        17.77% 
         Highest contract charge 1.90% Class B        $15.93            --                 --             --        16.70% 
         All contract charges                             --        34,500           $487,982           0.00%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,                        
                                                          ---------------------------------------------------------------------  
                                                                     UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                          UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                          ---------- ----------------- ----------------- -------------- ---------
                                                                                                                                 
EQ/T. ROWE PRICE GROWTH STOCK (CONTINUED)                                                                                        
2011(s)  Lowest contract charge 0.95% Class B               $17.11            --                 --             --        (2.84)%
         Highest contract charge 1.90% Class B              $13.65            --                 --             --        (3.81)%
         All contract charges                                   --        31,860           $385,451             --               
2010(s)  Lowest contract charge 0.50% Class B               $19.50            --                 --             --        15.80% 
         Highest contract charge 1.90% Class B              $14.19            --                 --             --        14.16% 
         All contract charges                                   --        31,081           $396,968             --               
EQ/UBS GROWTH & INCOME                                                                                                           
         Unit Value 1.30% to 1.70%*                                                                                              
   2014  Lowest contract charge 1.30% Class B               $ 3.43            --                 --             --        12.83% 
         Highest contract charge 1.70% Class B              $ 8.18            --                 --             --        12.52% 
         All contract charges                                   --           960           $  5,733           0.64%              
2013(t)  Lowest contract charge 1.30% Class B               $ 3.04            --                 --             --        33.92% 
         Highest contract charge 1.70% Class B              $ 7.27            --                 --             --        33.15% 
         All contract charges                                   --           870           $  4,909           1.10%              
2012(s)  Lowest contract charge 1.20% Class B               $ 5.86            --                 --             --        11.41% 
         Highest contract charge 1.70% Class B              $ 5.46            --                 --             --        10.98% 
         All contract charges                                   --        17,570           $ 79,009           0.84%              
2011(s)  Lowest contract charge 1.20% Class B               $ 5.26            --                 --             --        (4.01)%
         Highest contract charge 1.70% Class B              $ 4.92            --                 --             --        (4.47)%
         All contract charges                                   --        17,356           $ 70,447           0.80%              
2010(s)  Lowest contract charge 0.50% Class B               $ 5.97            --                 --             --        12.64% 
         Highest contract charge 1.90% Class B              $ 5.03            --                 --             --        11.04% 
         All contract charges                                   --        16,460           $ 70,007           0.72%              
EQ/WELLS FARGO OMEGA GROWTH                                                                                                      
         Unit Value 1.30% to 1.70%*                                                                                              
   2014  Lowest contract charge 1.30% Class B               $14.50            --                 --             --         2.47% 
         Highest contract charge 1.70% Class B              $14.27            --                 --             --         2.00% 
         All contract charges                                   --         6,403           $ 97,019           0.00%              
2013(t)  Lowest contract charge 1.30% Class B               $14.15            --                 --             --        37.25% 
         Highest contract charge 1.70% Class B              $13.99            --                 --             --        36.75% 
         All contract charges                                   --         5,150           $ 76,479           0.00%              
2012(r)  Lowest contract charge 1.30% Class B (e)           $10.31            --                 --             --        (0.48)%
         Highest contract charge 1.70% Class B (e)          $10.23            --                 --             --        (0.78)%
         All contract charges                                   --           775           $  7,971           0.03%              
2012(s)  Lowest contract charge 0.95% Class B               $13.08            --                 --             --        19.23% 
         Highest contract charge 1.90% Class B              $11.43            --                 --             --        18.08% 
         All contract charges                                   --        43,932           $634,754           0.01%              
2011(s)  Lowest contract charge 0.95% Class B               $10.97            --                 --             --        (6.72)%
         Highest contract charge 1.90% Class B              $ 9.68            --                 --             --        (7.63)%
         All contract charges                                   --        40,399           $495,316             --               
2010(s)  Lowest contract charge 0.50% Class B               $12.42            --                 --             --        16.73% 
         Highest contract charge 1.90% Class B              $10.48            --                 --             --        15.04% 
         All contract charges                                   --        31,147           $413,230           0.01%              
FEDERATED HIGH INCOME BOND FUND II                                                                                               
         Unit Value 0.30% to 1.25%*                                                                                              
   2014  Lowest contract charge 0.30% Service Class         $10.29            --                 --             --         2.08% 
         Highest contract charge 1.25% Service Class        $10.18            --                 --             --         1.19% 
         All contract charges                                   --           523           $  5,327           2.87%              
   2013  Lowest contract charge 1.20% Service Class (h)     $10.06            --                 --             --         0.70% 
         Highest contract charge 1.25% Service Class (h)    $10.06            --                 --             --         0.70% 
         All contract charges                                   --            11           $    108           0.00%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                               YEARS ENDED DECEMBER 31,                        
                                                        ---------------------------------------------------------------------  
                                                                   UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                        UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                        ---------- ----------------- ----------------- -------------- ---------
                                                                                                                               
FEDERATED KAUFMANN FUND II                                                                                                     
         Unit Value 1.20% to 1.25%*                                                                                            
   2014  Lowest contract charge 1.20% Service Class       $11.42            --                 --             --         8.14% 
         Highest contract charge 1.25% Service Class      $11.42            --                 --             --         8.14% 
         All contract charges                                 --            66           $    761           0.00%              
   2013  Lowest contract charge 1.20% Service Class (h)   $10.56            --                 --             --         5.39% 
         Highest contract charge 1.25% Service                                                                                 
          Class (h)                                       $10.56            --                 --             --         5.39% 
         All contract charges                                 --             1           $      5           0.00%              
FIDELITY(R) VIP ASSET MANAGER : GROWTH PORTFOLIO                                                                               
         Unit Value 1.30% to 1.70%*                                                                                            
   2014  Lowest contract charge 1.30% Service Class 2     $15.48            --                 --             --         4.17% 
         Highest contract charge 1.70% Service Class 2    $15.16            --                 --             --         3.76% 
         All contract charges                                 --            59           $    926           0.63%              
2013(t)  Lowest contract charge 0.65% Service Class 2     $13.05            --                 --             --        21.28% 
         Highest contract charge 1.70% Service Class 2    $14.61            --                 --             --        20.05% 
         All contract charges                                 --            79           $  1,146           0.73%              
2012(s)  Lowest contract charge 0.65% Service Class 2     $10.76            --                 --             --        14.35% 
         Highest contract charge 1.70% Service Class 2    $12.17            --                 --             --        13.10% 
         All contract charges                                 --            80           $    956           1.16%              
2011(s)  Lowest contract charge 1.30% Service Class 2     $10.85            --                 --             --        (7.66)%
         Highest contract charge 1.70% Service Class 2    $10.76            --                 --             --        (8.03)%
         All contract charges                                 --            74           $    801           1.43%              
2010(s)  Lowest contract charge 1.30% Service Class 2     $11.75            --                 --             --        14.52% 
         Highest contract charge 1.70% Service Class 2    $11.70            --                 --             --        14.04% 
         All contract charges                                 --            66           $    773           1.41%              
FIDELITY(R) VIP CONTRAFUND(R) PORTFOLIO                                                                                        
         Unit Value 0.30% to 1.70%*                                                                                            
   2014  Lowest contract charge 0.30% Service Class 2     $11.66            --                 --             --        11.26% 
         Highest contract charge 1.70% Service Class 2    $18.37            --                 --             --         9.80% 
         All contract charges                                 --         5,992           $107,411           0.87%              
2013(t)  Lowest contract charge 0.65% Service Class 2     $15.10            --                 --             --        30.17% 
         Highest contract charge 1.70% Service Class 2    $16.73            --                 --             --        28.69% 
         All contract charges                                 --         4,352           $ 73,472           1.00%              
2012(r)  Lowest contract charge 1.30% Service                                                                                  
          Class 2 (e)                                     $13.17            --                 --             --         2.09% 
         Highest contract charge 1.70% Service                                                                                 
          Class 2 (e)                                     $13.00            --                 --             --         1.80% 
         All contract charges                                 --           600           $  7,870           2.45%              
2012(s)  Lowest contract charge 0.65% Service Class 2     $11.60            --                 --             --        15.31% 
         Highest contract charge 1.70% Service Class 2    $13.00            --                 --             --        14.14% 
         All contract charges                                 --         2,363           $ 30,986           1.18%              
2011(s)  Lowest contract charge 0.65% Service Class 2                                                                          
          (b)                                             $10.06            --                 --             --        (6.68)%
         Highest contract charge 1.70% Service Class 2    $11.39            --                 --             --        (4.37)%
         All contract charges                                 --         2,017           $ 23,085           1.01%              
2010(s)  Lowest contract charge 1.30% Service Class 2     $11.97            --                 --             --        15.43% 
         Highest contract charge 1.70% Service Class 2    $11.91            --                 --             --        14.85% 
         All contract charges                                 --         1,053           $ 12,580           2.01%              
FIDELITY(R) VIP FREEDOM 2015 PORTFOLIO                                                                                         
         Unit Value 1.30% to 1.70%*                                                                                            
   2014  Lowest contract charge 1.30% Service Class 2     $12.33            --                 --             --         3.09% 
         Highest contract charge 1.70% Service Class 2    $12.14            --                 --             --         2.71% 
         All contract charges                                 --            67           $    825           1.29%              
2013(t)  Lowest contract charge 1.30% Service Class 2     $11.96            --                 --             --        12.62% 
         Highest contract charge 1.70% Service Class 2    $11.82            --                 --             --        12.14% 
         All contract charges                                 --            77           $    904           1.56%              
2012(s)  Lowest contract charge 1.30% Service Class 2     $10.62            --                 --             --        10.40% 
         Highest contract charge 1.70% Service Class 2    $10.54            --                 --             --        10.02% 
         All contract charges                                 --            71           $    745           1.91%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                               YEARS ENDED DECEMBER 31,                        
                                                        ---------------------------------------------------------------------  
                                                                   UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                        UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                        ---------- ----------------- ----------------- -------------- ---------
                                                                                                                               
FIDELITY(R) VIP FREEDOM 2015 PORTFOLIO (CONTINUED)                                                                             
2011(s)  Lowest contract charge 1.30% Service                                                                                  
          Class 2 (b)                                     $ 9.62            --                 --             --        (3.90)%
         Highest contract charge 1.70% Service                                                                                 
          Class 2 (b)                                     $ 9.58            --                 --             --        (4.30)%
         All contract charges                                 --            46            $   442           2.91%              
FIDELITY(R) VIP FREEDOM 2020 PORTFOLIO                                                                                         
         Unit Value 1.30% to 1.65%*                                                                                            
   2014  Lowest contract charge 1.30% Service Class 2     $12.49            --                 --             --         3.22% 
         Highest contract charge 1.65% Service Class 2    $12.32            --                 --             --         2.84% 
         All contract charges                                 --            56            $   702           1.34%              
2013(t)  Lowest contract charge 1.30% Service Class 2     $12.10            --                 --             --        14.15% 
         Highest contract charge 1.65% Service Class 2    $11.98            --                 --             --        13.77% 
         All contract charges                                 --            62            $   747           1.60%              
2012(s)  Lowest contract charge 1.30% Service Class 2     $10.60            --                 --             --        11.58% 
         Highest contract charge 1.65% Service Class 2    $10.53            --                 --             --        11.19% 
         All contract charges                                 --            66            $   686           2.02%              
2011(s)  Lowest contract charge 1.30% Service                                                                                  
          Class 2 (b)                                     $ 9.50            --                 --             --        (5.00)%
         Highest contract charge 1.65% Service                                                                                 
          Class 2 (b)                                     $ 9.47            --                 --             --        (5.30)%
         All contract charges                                 --            48            $   455           5.03%              
FIDELITY(R) VIP FREEDOM 2025 PORTFOLIO                                                                                         
         Unit Value 1.30% to 1.65%*                                                                                            
   2014  Lowest contract charge 1.30% Service Class 2     $12.95            --                 --             --         3.43% 
         Highest contract charge 1.65% Service Class 2    $12.77            --                 --             --         3.07% 
         All contract charges                                 --            70            $   916           1.39%              
2013(t)  Lowest contract charge 1.30% Service Class 2     $12.52            --                 --             --        18.22% 
         Highest contract charge 1.65% Service Class 2    $12.39            --                 --             --        17.78% 
         All contract charges                                 --            73            $   907           1.85%              
2012(s)  Lowest contract charge 1.30% Service Class 2     $10.59            --                 --             --        13.26% 
         Highest contract charge 1.65% Service Class 2    $10.52            --                 --             --        12.88% 
         All contract charges                                 --            33            $   359           2.07%              
2011(s)  Lowest contract charge 1.30% Service                                                                                  
          Class 2 (b)                                     $ 9.35            --                 --             --        (6.41)%
         Highest contract charge 1.65% Service                                                                                 
          Class 2 (b)                                     $ 9.32            --                 --             --        (6.71)%
         All contract charges                                 --            13            $   118           5.69%              
FIDELITY(R) VIP FREEDOM 2030 PORTFOLIO                                                                                         
         Unit Value 1.30% to 1.70%*                                                                                            
   2014  Lowest contract charge 1.30% Service Class 2     $13.06            --                 --             --         3.32% 
         Highest contract charge 1.70% Service Class 2    $12.86            --                 --             --         2.96% 
         All contract charges                                 --            64            $   840           1.76%              
2013(t)  Lowest contract charge 1.30% Service Class 2     $12.64            --                 --             --        19.81% 
         Highest contract charge 1.65% Service Class 2    $12.51            --                 --             --        19.37% 
         All contract charges                                 --            49            $   614           1.73%              
2012(s)  Lowest contract charge 1.30% Service Class 2     $10.55            --                 --             --        13.69% 
         Highest contract charge 1.65% Service Class 2    $10.48            --                 --             --        13.30% 
         All contract charges                                 --            31            $   322           2.22%              
2011(s)  Lowest contract charge 1.30% Service                                                                                  
          Class 2 (b)                                     $ 9.28            --                 --             --        (6.92)%
         Highest contract charge 1.65% Service                                                                                 
          Class 2 (b)                                     $ 9.25            --                 --             --        (7.22)%
         All contract charges                                 --            18            $   168           4.18%              
FIDELITY(R) VIP MID CAP PORTFOLIO                                                                                              
         Unit Value 0.65% to 1.70%*                                                                                            
   2014  Lowest contract charge 0.65% Service Class 2     $14.56            --                 --             --         5.35% 
         Highest contract charge 1.70% Service Class 2    $17.66            --                 --             --         4.25% 
         All contract charges                                 --         2,761            $47,363           0.02%              
2013(t)  Lowest contract charge 0.65% Service Class 2     $13.82            --                 --             --        34.96% 
         Highest contract charge 1.70% Service Class 2    $16.94            --                 --             --        33.60% 
         All contract charges                                 --         1,859            $31,753           0.33%              
2012(r)  Lowest contract charge 1.30% Service                                                                                  
          Class 2 (e)                                     $12.84            --                 --             --         1.10% 
         Highest contract charge 1.70% Service                                                                                 
          Class 2 (e)                                     $12.68            --                 --             --         0.79% 
         All contract charges                                 --           217            $ 2,768           0.84%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                               YEARS ENDED DECEMBER 31,                        
                                                        ---------------------------------------------------------------------  
                                                                   UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                        UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                        ---------- ----------------- ----------------- -------------- ---------
                                                                                                                               
FIDELITY(R) VIP MID CAP PORTFOLIO (CONTINUED)                                                                                  
2012(s)  Lowest contract charge 0.65% Service Class 2     $10.24            --                 --             --        13.78% 
         Highest contract charge 1.70% Service Class 2    $12.68            --                 --             --        12.61% 
         All contract charges                                 --           995            $12,716           0.40%              
2011(s)  Lowest contract charge 0.65% Service                                                                                  
          Class 2 (b)                                     $ 9.00            --                 --             --       (12.54)%
         Highest contract charge 1.70% Service Class 2    $11.26            --                 --             --       (12.37)%
         All contract charges                                 --           890            $10,073           0.03%              
2010(s)  Lowest contract charge 1.30% Service Class 2     $12.91            --                 --             --        26.94% 
         Highest contract charge 1.70% Service Class 2    $12.85            --                 --             --        26.35% 
         All contract charges                                 --           417            $ 5,377           0.33%              
FIDELITY(R) VIP STRATEGIC INCOME PORTFOLIO                                                                                     
         Unit Value 0.65% to 1.70%*                                                                                            
   2014  Lowest contract charge 0.65% Service Class 2     $11.35            --                 --             --         2.71% 
         Highest contract charge 1.70% Service Class 2    $12.07            --                 --             --         1.68% 
         All contract charges                                 --         4,647            $54,833           3.55%              
2013(t)  Lowest contract charge 1.30% Service                                                                                  
          Class 2 (h)                                     $ 9.94            --                 --             --        (0.10)%
         Highest contract charge 1.70% Service Class 2    $11.87            --                 --             --        (1.66)%
         All contract charges                                 --         3,045            $36,493           4.28%              
2012(r)  Lowest contract charge 1.30% Service                                                                                  
          Class 2 (e)                                     $12.23            --                 --             --         4.80% 
         Highest contract charge 1.70% Service                                                                                 
          Class 2 (e)                                     $12.07            --                 --             --         4.50% 
         All contract charges                                 --           499            $ 6,081           7.15%              
2012(s)  Lowest contract charge 1.30% Service Class 2     $12.23            --                 --             --         8.81% 
         Highest contract charge 1.70% Service Class 2    $12.07            --                 --             --         8.35% 
         All contract charges                                 --         2,015            $24,501           3.66%              
2011(s)  Lowest contract charge 1.30% Service                                                                                  
          Class 2 (b)                                     $11.24            --                 --             --         3.12% 
         Highest contract charge 1.70% Service Class 2    $11.14            --                 --             --         2.67% 
         All contract charges                                 --         1,512            $16,925           5.63%              
2010(s)  Lowest contract charge 1.30% Service Class 2     $10.90            --                 --             --         7.50% 
         Highest contract charge 1.70% Service Class 2    $10.85            --                 --             --         7.11% 
         All contract charges                                 --           631            $ 6,871          10.45%              
FIRST TRUST MULTI INCOME ALLOCATION PORTFOLIO                                                                                  
         Unit Value 1.20% to 1.70%*                                                                                            
   2014  Lowest contract charge 1.20% Class I Shares                                                                           
          (j)                                             $10.16            --                 --             --         2.11% 
         Highest contract charge 1.70% Class I                                                                                 
          Shares (j)                                      $10.13            --                 --             --         1.81% 
         All contract charges                                 --            54            $   558           1.33%              
FIRST TRUST/DOW JONES DIVIDEND & INCOME ALLOCATION                                                                             
PORTFOLIO                                                                                                                      
         Unit Value 1.20% to 1.70%*                                                                                            
   2014  Lowest contract charge 1.20% Class I Shares      $11.01            --                 --             --         8.69% 
         Highest contract charge 1.70% Class I Shares     $12.37            --                 --             --         8.13% 
         All contract charges                                 --           795            $ 9,688           0.96%              
   2013  Lowest contract charge 1.20% Class I                                                                                  
          Shares (h)                                      $10.13            --                 --             --         1.10% 
         Highest contract charge 1.70% Class I Shares     $11.44            --                 --             --        10.85% 
         All contract charges                                 --           324            $ 3,696           1.72%              
   2012  Lowest contract charge 1.30% Class I Shares                                                                           
          (e)                                             $10.35            --                 --             --         3.50% 
         Highest contract charge 1.70% Class I Shares                                                                          
          (e)                                             $10.32            --                 --             --         3.30% 
         All contract charges                                 --            55            $   575           2.79%              
FRANKLIN FOUNDING FUNDS ALLOCATION VIP FUND                                                                                    
         Unit Value 0.65% to 1.70%*                                                                                            
   2014  Lowest contract charge 0.65% Class 2             $14.20            --                 --             --         2.23% 
         Highest contract charge 1.70% Class 2            $14.28            --                 --             --         1.13% 
         All contract charges                                 --         1,440            $19,384           2.72%              
2013(t)  Lowest contract charge 1.20% Class 2 (h)         $10.23            --                 --             --         1.49% 
         Highest contract charge 1.70% Class 2            $14.12            --                 --             --        21.62% 
         All contract charges                                 --           641            $ 9,134          11.93%              
2012(r)  Lowest contract charge 1.30% Class 2 (e)         $11.75            --                 --             --         6.92% 
         Highest contract charge 1.65% Class 2 (e)        $11.62            --                 --             --         6.61% 
         All contract charges                                 --            27            $   321           0.00%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                YEARS ENDED DECEMBER 31,                        
                                                         ---------------------------------------------------------------------  
                                                                    UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                         UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                         ---------- ----------------- ----------------- -------------- ---------
                                                                                                                                
FRANKLIN FOUNDING FUNDS ALLOCATION VIP FUND (CONTINUED)                                                                         
2012(s)     Lowest contract charge 1.30% Class 2           $11.75            --                 --             --        13.86% 
            Highest contract charge 1.70% Class 2          $11.61            --                 --             --        13.38% 
            All contract charges                               --           158            $ 1,847           2.77%              
2011(s)     Lowest contract charge 1.30% Class 2           $10.32            --                 --             --        (2.82)%
            Highest contract charge 1.70% Class 2          $10.24            --                 --             --        (3.21)%
            All contract charges                               --           141            $ 1,446           0.01%              
2010(s)     Lowest contract charge 1.30% Class 2 (a)       $10.62            --                 --             --         9.82% 
            Highest contract charge 1.70% Class 2 (a)      $10.58            --                 --             --         9.41% 
            All contract charges                               --           104            $ 1,103           5.07%              
FRANKLIN INCOME VIP FUND                                                                                                        
            Unit Value 0.65% to 1.70%*                                                                                          
   2014     Lowest contract charge 0.65% Class 2           $13.55            --                 --             --         3.91% 
            Highest contract charge 1.70% Class 2          $13.90            --                 --             --         2.81% 
            All contract charges                               --         5,180            $66,764           4.72%              
2013(t)     Lowest contract charge 1.30% Class 2           $13.04            --                 --             --        13.19% 
            Highest contract charge 1.70% Class 2          $13.52            --                 --             --        12.01% 
            All contract charges                               --         2,211            $29,986           5.98%              
2012(r)     Lowest contract charge 1.30% Class 2 (e)       $12.22            --                 --             --         6.26% 
            Highest contract charge 1.70% Class 2 (e)      $12.07            --                 --             --         5.88% 
            All contract charges                               --           322            $ 3,901           0.53%              
2012(s)     Lowest contract charge 1.30% Class 2           $12.22            --                 --             --        11.19% 
            Highest contract charge 1.70% Class 2          $12.07            --                 --             --        10.73% 
            All contract charges                               --           796            $ 9,655           6.60%              
2011(s)     Lowest contract charge 1.30% Class 2           $10.99            --                 --             --         1.10% 
            Highest contract charge 1.70% Class 2          $10.90            --                 --             --         0.65% 
            All contract charges                               --           577            $ 6,314           5.60%              
2010(s)     Lowest contract charge 1.30% Class 2 (a)       $10.87            --                 --             --        11.49% 
            Highest contract charge 1.70% Class 2 (a)      $10.83            --                 --             --        11.08% 
            All contract charges                               --           352            $ 3,815           2.89%              
FRANKLIN MUTUAL SHARES VIP FUND                                                                                                 
            Unit Value 1.20% to 1.70%*                                                                                          
   2014     Lowest contract charge 1.20% Class 2           $10.92            --                 --             --         5.81% 
            Highest contract charge 1.70% Class 2          $15.51            --                 --             --         5.30% 
            All contract charges                               --           869            $13,443           2.07%              
2013(t)     Lowest contract charge 1.20% Class 2 (h)       $10.32            --                 --             --         2.18% 
            Highest contract charge 1.70% Class 2          $14.73            --                 --             --        26.11% 
            All contract charges                               --           730            $10,864           2.26%              
2012(r)     Lowest contract charge 1.30% Class 2 (e)       $11.83            --                 --             --         5.06% 
            Highest contract charge 1.65% Class 2 (e)      $11.70            --                 --             --         4.74% 
            All contract charges                               --            74            $   870           2.03%              
2012(s)     Lowest contract charge 1.30% Class 2           $11.83            --                 --             --        12.77% 
            Highest contract charge 1.70% Class 2          $11.68            --                 --             --        12.31% 
            All contract charges                               --           594            $ 6,988           2.13%              
2011(s)     Lowest contract charge 1.30% Class 2           $10.49            --                 --             --        (2.33)%
            Highest contract charge 1.70% Class 2          $10.40            --                 --             --        (2.80)%
            All contract charges                               --           539            $ 5,643           2.86%              
2010(s)     Lowest contract charge 1.30% Class 2 (a)       $10.74            --                 --             --        10.84% 
            Highest contract charge 1.70% Class 2 (a)      $10.70            --                 --             --        10.42% 
            All contract charges                               --           146            $ 1,562           1.66%              
FRANKLIN RISING DIVIDENDS VIP FUND                                                                                              
            Unit Value 0.30% to 1.70%*                                                                                          
   2014     Lowest contract charge 0.30% Class 2           $11.19            --                 --             --         8.43% 
            Highest contract charge 1.70% Class 2          $12.74            --                 --             --         6.88% 
            All contract charges                               --         3,177            $39,577           1.29%              
   2013     Lowest contract charge 1.20% Class 2 (h)       $10.31            --                 --             --         1.78% 
            Highest contract charge 1.70% Class 2 (f)      $11.92            --                 --             --        18.61% 
            All contract charges                               --         1,457            $17,336           0.56%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                  YEARS ENDED DECEMBER 31,              
                                                           -------------------------------------------------------------
                                                                      UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT  
                                                           UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO**
                                                           ---------- ----------------- ----------------- --------------
                                                                                                                        
FRANKLIN STRATEGIC INCOME VIP FUND                                                                                      
         Unit Value 1.30% to 1.70%*                                                                                     
   2014  Lowest contract charge 1.30% Class 2                $12.84            --                 --             --     
         Highest contract charge 1.70% Class 2               $12.57            --                 --             --     
         All contract charges                                    --         4,121            $52,504           5.75%    
2013(t)  Lowest contract charge 1.30% Class 2                $12.77            --                 --             --     
         Highest contract charge 1.70% Class 2               $12.55            --                 --             --     
         All contract charges                                    --         2,705            $34,333           6.10%    
2012(r)  Lowest contract charge 1.30% Class 2 (e)            $12.52            --                 --             --     
         Highest contract charge 1.70% Class 2 (e)           $12.36            --                 --             --     
         All contract charges                                    --           384            $ 4,770           1.55%    
2012(s)  Lowest contract charge 0.65% Class 2                $11.33            --                 --             --     
         Highest contract charge 1.70% Class 2               $12.36            --                 --             --     
         All contract charges                                    --         1,359            $16,935           7.04%    
2011(s)  Lowest contract charge 1.30% Class 2                $11.25            --                 --             --     
         Highest contract charge 1.70% Class 2               $11.15            --                 --             --     
         All contract charges                                    --         1,039            $11,646           5.65%    
2010(s)  Lowest contract charge 1.30% Class 2                $11.11            --                 --             --     
         Highest contract charge 1.70% Class 2               $11.06            --                 --             --     
         All contract charges                                    --           440            $ 4,880           3.69%    
GOLDMAN SACHS VIT MID CAP VALUE FUND                                                                                    
         Unit Value 0.65% to 1.70%*                                                                                     
   2014  Lowest contract charge 0.65% Service Shares         $17.03            --                 --             --     
         Highest contract charge 1.70% Service Shares        $19.87            --                 --             --     
         All contract charges                                    --         1,494            $30,097           0.90%    
2013(t)  Lowest contract charge 0.65% Service Shares         $15.13            --                 --             --     
         Highest contract charge 1.70% Service Shares        $17.84            --                 --             --     
         All contract charges                                    --         1,090            $19,669           0.74%    
2012(r)  Lowest contract charge 1.30% Service Shares (e)     $13.87            --                 --             --     
         Highest contract charge 1.70% Service Shares (e)    $13.69            --                 --             --     
         All contract charges                                    --           131            $ 1,798           2.06%    
2012(s)  Lowest contract charge 0.65% Service Shares         $11.49            --                 --             --     
         Highest contract charge 1.70% Service Shares        $13.69            --                 --             --     
         All contract charges                                    --           597            $ 8,245           0.98%    
2011(s)  Lowest contract charge 0.65% Service Shares (b)     $ 9.79            --                 --             --     
         Highest contract charge 1.70% Service Shares        $11.79            --                 --             --     
         All contract charges                                    --           542            $ 6,426           0.75%    
2010(s)  Lowest contract charge 1.30% Service Shares         $12.90            --                 --             --     
         Highest contract charge 1.70% Service Shares        $12.84            --                 --             --     
         All contract charges                                    --           243            $ 3,129           1.08%    
GUGGENHEIM VT GLOBAL MANAGED FUTURES STRATEGY FUND                                                                      
         Unit Value 1.20% to 1.70%*                                                                                     
   2014  Lowest contract charge 1.20% Common Shares          $11.53            --                 --             --     
         Highest contract charge 1.70% Common Shares         $ 8.68            --                 --             --     
         All contract charges                                    --           122            $ 1,204           0.00%    
2013(t)  Lowest contract charge 1.20% Common Shares (h)      $10.42            --                 --             --     
         Highest contract charge 1.70% Common Shares         $ 7.88            --                 --             --     
         All contract charges                                    --            75            $   604           0.00%    
2012(s)  Lowest contract charge 1.30% Common Shares          $ 7.87            --                 --             --     
         Highest contract charge 1.70% Common Shares         $ 7.81            --                 --             --     
         All contract charges                                    --            83            $   646           0.00%    
2011(s)  Lowest contract charge 1.30% Common Shares (b)      $ 8.98            --                 --             --     
         Highest contract charge 1.70% Common Shares (b)     $ 8.95            --                 --             --     
         All contract charges                                    --            41            $   371             --     
                                                                [Download Table]


--------                                                   
  TOTAL                                                    
RETURN***                                                  
---------                                                  
                                                           

Unit Value 1.30% to 1.70%*                                 
Lowest contract charge 1.30% Class 2                 0.55% 
Highest contract charge 1.70% Class 2                0.16% 
All contract charges                                       
Lowest contract charge 1.30% Class 2                 2.00% 
Highest contract charge 1.70% Class 2                1.54% 
All contract charges                                       
Lowest contract charge 1.30% Class 2 (e)             5.65% 
Highest contract charge 1.70% Class 2 (e)            5.37% 
All contract charges                                       
Lowest contract charge 0.65% Class 2                11.96% 
Highest contract charge 1.70% Class 2               10.85% 
All contract charges                                       
Lowest contract charge 1.30% Class 2                 1.26% 
Highest contract charge 1.70% Class 2                0.81% 
All contract charges                                       
Lowest contract charge 1.30% Class 2                 9.46% 
Highest contract charge 1.70% Class 2                8.97% 
All contract charges                                       

Unit Value 0.65% to 1.70%*                                 
Lowest contract charge 0.65% Service Shares         12.56% 
Highest contract charge 1.70% Service Shares        11.38% 
All contract charges                                       
Lowest contract charge 0.65% Service Shares         31.68% 
Highest contract charge 1.70% Service Shares        30.31% 
All contract charges                                       
Lowest contract charge 1.30% Service Shares (e)      4.68% 
Highest contract charge 1.70% Service Shares (e)     4.42% 
All contract charges                                       
Lowest contract charge 0.65% Service Shares         17.36% 
Highest contract charge 1.70% Service Shares        16.12% 
All contract charges                                       
Lowest contract charge 0.65% Service Shares (b)    (10.35)%
Highest contract charge 1.70% Service Shares        (8.18)%
All contract charges                                       
Lowest contract charge 1.30% Service Shares         23.09% 
Highest contract charge 1.70% Service Shares        22.64% 
All contract charges                                       

Unit Value 1.20% to 1.70%*                                 
Lowest contract charge 1.20% Common Shares          10.65% 
Highest contract charge 1.70% Common Shares         10.15% 
All contract charges                                       
Lowest contract charge 1.20% Common Shares (h)       3.17% 
Highest contract charge 1.70% Common Shares          0.90% 
All contract charges                                       
Lowest contract charge 1.30% Common Shares         (12.36)%
Highest contract charge 1.70% Common Shares        (12.74)%
All contract charges                                       
Lowest contract charge 1.30% Common Shares (b)      (9.38)%
Highest contract charge 1.70% Common Shares (b)     (9.69)%
All contract charges                                       

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                             YEARS ENDED DECEMBER 31,                        
                                                      ---------------------------------------------------------------------  
                                                                 UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                      UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                      ---------- ----------------- ----------------- -------------- ---------
                                                                                                                             
GUGGENHEIM VT MULTI-HEDGE STRATEGIES FUND                                                                                    
         Unit Value 1.30% to 1.70%*                                                                                          
   2014  Lowest contract charge 1.30% Common Shares     $ 9.76           --                  --             --         3.28% 
         Highest contract charge 1.70% Common Shares    $ 9.60           --                  --             --         2.78% 
         All contract charges                               --           84             $   814           0.00%              
2013(t)  Lowest contract charge 1.30% Common Shares     $ 9.45           --                  --             --         0.43% 
         Highest contract charge 1.70% Common Shares    $ 9.34           --                  --             --         0.00% 
         All contract charges                               --           81             $   768           0.00%              
2012(s)  Lowest contract charge 1.30% Common Shares     $ 9.41           --                  --             --         0.11% 
         Highest contract charge 1.70% Common Shares    $ 9.34           --                  --             --        (0.11)%
         All contract charges                               --           60             $   565           0.58%              
HARTFORD CAPITAL APPRECIATION HLS FUND                                                                                       
         Unit Value 1.20% to 1.70%*                                                                                          
   2014  Lowest contract charge 1.20% Class IC (j)      $10.14           --                  --             --         1.91% 
         Highest contract charge 1.70% Class IC (j)     $10.11           --                  --             --         1.61% 
         All contract charges                               --          171             $ 1,727           1.82%              
HARTFORD GROWTH OPPORTUNITIES HLS FUND                                                                                       
         Unit Value 1.20% to 1.70%*                                                                                          
   2014  Lowest contract charge 1.20% Class IC (j)      $10.80           --                  --             --         8.22% 
         Highest contract charge 1.70% Class IC (j)     $10.77           --                  --             --         7.92% 
         All contract charges                               --          149             $ 1,604           0.06%              
INVESCO V.I. AMERICAN FRANCHISE FUND                                                                                         
         Unit Value 1.30% to 1.70%*                                                                                          
   2014  Lowest contract charge 1.30% Series II         $20.24           --                  --             --         6.75% 
         Highest contract charge 1.70% Series II        $19.82           --                  --             --         6.33% 
         All contract charges                               --           23             $   441           0.00%              
2013(t)  Lowest contract charge 1.30% Series II         $18.96           --                  --             --        37.99% 
         Highest contract charge 1.70% Series II        $18.64           --                  --             --        37.36% 
         All contract charges                               --           54             $ 1,013           0.19%              
2012(s)  Lowest contract charge 1.30% Series II         $13.74           --                  --             --        (2.90)%
         Highest contract charge 1.70% Series II        $13.57           --                  --             --        (3.07)%
         All contract charges                               --           28             $   367           0.00%              
INVESCO V.I. BALANCED-RISK ALLOCATION FUND                                                                                   
         Unit Value 1.20% to 1.25%*                                                                                          
   2014  Lowest contract charge 1.20% Series II         $10.25           --                  --             --         4.38% 
         Highest contract charge 1.25% Series II        $10.25           --                  --             --         4.38% 
         All contract charges                               --          285             $ 2,918           0.00%              
   2013  Lowest contract charge 1.20% Series II (h)     $ 9.82           --                  --             --        (0.61)%
         Highest contract charge 1.25% Series II (h)    $ 9.82           --                  --             --        (0.61)%
         All contract charges                               --           46             $   448           0.00%              
INVESCO V.I. DIVERSIFIED DIVIDEND FUND                                                                                       
         Unit Value 1.30% to 1.70%*                                                                                          
   2014  Lowest contract charge 1.30% Series II         $17.58           --                  --             --        11.05% 
         Highest contract charge 1.70% Series II        $15.36           --                  --             --        10.66% 
         All contract charges                               --          965             $16,416           1.62%              
2013(t)  Lowest contract charge 1.30% Series II         $15.83           --                  --             --        29.12% 
         Highest contract charge 1.70% Series II        $13.88           --                  --             --        28.52% 
         All contract charges                               --          674             $10,334           2.45%              
2012(r)  Lowest contract charge 1.30% Series II (e)     $12.26           --                  --             --         6.52% 
         Highest contract charge 1.65% Series II (e)    $10.80           --                  --             --         6.19% 
         All contract charges                               --           79             $   907           1.88%              
2012(s)  Lowest contract charge 1.30% Series II         $12.26           --                  --             --        16.76% 
         Highest contract charge 1.70% Series II        $12.11           --                  --             --        16.33% 
         All contract charges                               --          179             $ 2,187           2.07%              
2011(s)  Lowest contract charge 1.30% Series II         $10.50           --                  --             --        (8.70)%
         Highest contract charge 1.70% Series II        $10.41           --                  --             --        (8.92)%
         All contract charges                               --          110             $ 1,155           0.14%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                             YEARS ENDED DECEMBER 31,                        
                                                      ---------------------------------------------------------------------  
                                                                 UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                      UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                      ---------- ----------------- ----------------- -------------- ---------
                                                                                                                             
INVESCO V.I. GLOBAL HEALTH CARE FUND                                                                                         
         Unit Value 1.20% to 1.25%*                                                                                          
   2014  Lowest contract charge 1.20% Series II         $12.51            --                 --             --        17.91% 
         Highest contract charge 1.25% Series II        $12.51            --                 --             --        17.91% 
         All contract charges                               --            83            $ 1,035           0.00%              
   2013  Lowest contract charge 1.20% Series II (h)     $10.61            --                 --             --         4.53% 
         Highest contract charge 1.25% Series II (h)    $10.61            --                 --             --         4.53% 
         All contract charges                               --            --            $     2           0.00%              
INVESCO V.I. GLOBAL REAL ESTATE FUND                                                                                         
         Unit Value 0.65% to 1.70%*                                                                                          
   2014  Lowest contract charge 0.65% Series II         $13.21            --                 --             --        13.59% 
         Highest contract charge 1.70% Series II        $15.36            --                 --             --        12.45% 
         All contract charges                               --         4,488            $68,108           1.53%              
2013(t)  Lowest contract charge 0.65% Series II         $11.63            --                 --             --         1.84% 
         Highest contract charge 1.70% Series II        $13.66            --                 --             --         0.66% 
         All contract charges                               --         3,351            $46,150           4.09%              
2012(r)  Lowest contract charge 1.30% Series II (e)     $13.74            --                 --             --        10.54% 
         Highest contract charge 1.70% Series II (e)    $13.57            --                 --             --        10.24% 
         All contract charges                               --           424            $ 5,805           0.53%              
2012(s)  Lowest contract charge 0.65% Series II         $11.42            --                 --             --        27.03% 
         Highest contract charge 1.70% Series II        $13.57            --                 --             --        25.65% 
         All contract charges                               --         1,829            $25,035           0.48%              
2011(s)  Lowest contract charge 0.65% Series II (b)     $ 8.99            --                 --             --        (9.28)%
         Highest contract charge 1.70% Series II        $10.80            --                 --             --        (8.24)%
         All contract charges                               --         1,479            $16,049           4.81%              
2010(s)  Lowest contract charge 1.30% Series II         $11.83            --                 --             --        15.75% 
         Highest contract charge 1.70% Series II        $11.77            --                 --             --        15.17% 
         All contract charges                               --           483            $ 5,702           7.92%              
INVESCO V.I. HIGH YIELD FUND                                                                                                 
         Unit Value 0.30% to 1.70%*                                                                                          
   2014  Lowest contract charge 0.30% Series II         $10.25            --                 --             --         1.28% 
         Highest contract charge 1.70% Series II        $11.63            --                 --             --        (0.17)%
         All contract charges                               --         2,245            $25,344           5.18%              
2013(t)  Lowest contract charge 0.65% Series II         $12.31            --                 --             --         6.12% 
         Highest contract charge 1.70% Series II        $11.65            --                 --             --         4.95% 
         All contract charges                               --         1,141            $13,370           5.59%              
2012(r)  Lowest contract charge 1.30% Series II (e)     $11.19            --                 --             --         7.80% 
         Highest contract charge 1.70% Series II (e)    $11.10            --                 --             --         7.45% 
         All contract charges                               --           254            $ 2,826           6.30%              
2012(s)  Lowest contract charge 0.65% Series II         $11.60            --                 --             --        16.12% 
         Highest contract charge 1.70% Series II        $11.10            --                 --             --        14.91% 
         All contract charges                               --           402            $ 4,476           5.97%              
2011(s)  Lowest contract charge 0.65% Series II (b)     $ 9.99            --                 --             --        (1.28)%
         Highest contract charge 1.70% Series II (b)    $ 9.66            --                 --             --        (3.69)%
         All contract charges                               --           207            $ 2,006           1.33%              
INVESCO V.I. INTERNATIONAL GROWTH FUND                                                                                       
         Unit Value 0.30% to 1.70%*                                                                                          
   2014  Lowest contract charge 0.30% Series II         $10.17            --                 --             --        (0.20)%
         Highest contract charge 1.70% Series II        $13.49            --                 --             --        (1.60)%
         All contract charges                               --         2,657            $35,667           1.51%              
2013(t)  Lowest contract charge 0.65% Series II         $12.41            --                 --             --        17.97% 
         Highest contract charge 1.70% Series II        $13.71            --                 --             --        16.68% 
         All contract charges                               --         1,890            $26,203           1.12%              
2012(r)  Lowest contract charge 1.30% Series II (e)     $11.90            --                 --             --         4.11% 
         Highest contract charge 1.70% Series II (e)    $11.75            --                 --             --         3.80% 
         All contract charges                               --           256            $ 3,037           1.55%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                YEARS ENDED DECEMBER 31,                        
                                                         ---------------------------------------------------------------------  
                                                                    UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                         UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                         ---------- ----------------- ----------------- -------------- ---------
                                                                                                                                
INVESCO V.I. INTERNATIONAL GROWTH FUND (CONTINUED)                                                                              
2012(s)  Lowest contract charge 0.65% Series II            $10.52            --                 --             --        14.47% 
         Highest contract charge 1.70% Series II           $11.75            --                 --             --        13.31% 
         All contract charges                                  --         1,048            $12,413           1.38%              
2011(s)  Lowest contract charge 0.65% Series II (b)        $ 9.19            --                 --             --        (9.01)%
         Highest contract charge 1.70% Series II           $10.37            --                 --             --        (8.55)%
         All contract charges                                  --           904            $ 9,432           0.95%              
2010(s)  Lowest contract charge 1.30% Series II            $11.40            --                 --             --        11.22% 
         Highest contract charge 1.70% Series II           $11.34            --                 --             --        10.63% 
         All contract charges                                  --           366            $ 4,164           2.80%              
INVESCO V.I. MID CAP CORE EQUITY FUND                                                                                           
         Unit Value 1.30% to 1.70%*                                                                                             
   2014  Lowest contract charge 1.30% Series II            $15.32            --                 --             --         2.75% 
         Highest contract charge 1.70% Series II           $15.01            --                 --             --         2.39% 
         All contract charges                                  --           611            $ 9,314           0.00%              
2013(t)  Lowest contract charge 1.30% Series II            $14.91            --                 --             --        26.79% 
         Highest contract charge 1.70% Series II           $14.66            --                 --             --        26.27% 
         All contract charges                                  --           466            $ 6,922           0.56%              
2012(r)  Lowest contract charge 1.30% Series II (e)        $11.76            --                 --             --         0.09% 
         Highest contract charge 1.70% Series II (e)       $11.61            --                 --             --        (0.17)%
         All contract charges                                  --            60            $   694           0.00%              
2012(s)  Lowest contract charge 1.30% Series II            $11.76            --                 --             --         9.19% 
         Highest contract charge 1.70% Series II           $11.61            --                 --             --         8.81% 
         All contract charges                                  --           278            $ 3,257           0.00%              
2011(s)  Lowest contract charge 1.30% Series II            $10.77            --                 --             --        (7.71)%
         Highest contract charge 1.70% Series II           $10.67            --                 --             --        (8.10)%
         All contract charges                                  --           234            $ 2,516           0.10%              
2010(s)  Lowest contract charge 1.30% Series II            $11.67            --                 --             --        12.32% 
         Highest contract charge 1.70% Series II           $11.61            --                 --             --        11.85% 
         All contract charges                                  --           123            $ 1,433           0.49%              
INVESCO V.I. SMALL CAP EQUITY FUND                                                                                              
         Unit Value 1.20% to 1.70%*                                                                                             
   2014  Lowest contract charge 1.20% Series II            $10.60            --                 --             --         0.86% 
         Highest contract charge 1.70% Series II           $19.76            --                 --             --         0.36% 
         All contract charges                                  --           452            $ 8,456           0.00%              
2013(t)  Lowest contract charge 1.25% Series II (h)        $10.51            --                 --             --         5.10% 
         Highest contract charge 1.70% Series II           $19.69            --                 --             --        34.77% 
         All contract charges                                  --           324            $ 6,436           0.00%              
2012(r)  Lowest contract charge 1.30% Series II (e)        $14.80            --                 --             --         1.93% 
         Highest contract charge 1.70% Series II (e)       $14.61            --                 --             --         1.60% 
         All contract charges                                  --            35            $   510           0.00%              
2012(s)  Lowest contract charge 1.30% Series II            $14.80            --                 --             --        12.21% 
         Highest contract charge 1.70% Series II           $14.61            --                 --             --        11.70% 
         All contract charges                                  --           220            $ 3,223           0.00%              
2011(s)  Lowest contract charge 1.30% Series II            $13.19            --                 --             --        (2.30)%
         Highest contract charge 1.70% Series II           $13.08            --                 --             --        (2.68)%
         All contract charges                                  --           186            $ 2,442             --               
2010(s)  Lowest contract charge 1.30% Series II            $13.50            --                 --             --        26.52% 
         Highest contract charge 1.70% Series II           $13.44            --                 --             --        26.08% 
         All contract charges                                  --            71            $   950             --               
IVY FUNDS VIP ASSET STRATEGY                                                                                                    
         Unit Value 0.30% to 1.70%*                                                                                             
   2014  Lowest contract charge 0.30% Common Shares        $ 9.95            --                 --             --        (5.60)%
         Highest contract charge 1.70% Common Shares       $12.05            --                 --             --        (6.88)%
         All contract charges                                  --         4,546            $53,506           0.48%              
   2013  Lowest contract charge 1.20% Common Shares (h)    $10.52            --                 --             --         4.26% 
         Highest contract charge 1.70% Common Shares       $12.94            --                 --             --        23.00% 
         All contract charges                                  --         3,070            $39,895           1.31%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,                        
                                                          ---------------------------------------------------------------------  
                                                                     UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                          UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                          ---------- ----------------- ----------------- -------------- ---------
                                                                                                                                 
IVY FUNDS VIP ASSET STRATEGY (CONTINUED)                                                                                         
2012(r)  Lowest contract charge 1.30% Common Shares (e)     $10.60            --                 --             --         2.51% 
         Highest contract charge 1.70% Common Shares (e)    $10.52            --                 --             --         2.33% 
         All contract charges                                   --           430            $ 4,541           0.05%              
2012(s)  Lowest contract charge 1.30% Common Shares         $10.60            --                 --             --        17.52% 
         Highest contract charge 1.70% Common Shares        $10.52            --                 --             --        17.15% 
         All contract charges                                   --         1,025            $10,831           1.15%              
2011(s)  Lowest contract charge 1.30% Common Shares (b)     $ 9.02            --                 --             --        (9.62)%
         Highest contract charge 1.70% Common Shares (b)    $ 8.98            --                 --             --       (10.02)%
         All contract charges                                   --           718            $ 6,460           0.42%              
IVY FUNDS VIP DIVIDEND OPPORTUNITIES                                                                                             
         Unit Value 0.65% to 1.70%*                                                                                              
   2014  Lowest contract charge 0.65% Common Shares         $15.73            --                 --             --         9.16% 
         Highest contract charge 1.70% Common Shares        $16.64            --                 --             --         7.91% 
         All contract charges                                   --           967            $16,300           1.14%              
2013(t)  Lowest contract charge 0.65% Common Shares         $14.41            --                 --             --        28.78% 
         Highest contract charge 1.70% Common Shares        $15.42            --                 --             --        27.44% 
         All contract charges                                   --           887            $13,810           1.56%              
2012(r)  Lowest contract charge 1.30% Common Shares (e)     $12.25            --                 --             --         0.74% 
         Highest contract charge 1.70% Common Shares (e)    $12.10            --                 --             --         0.50% 
         All contract charges                                   --            79            $   976           0.02%              
2012(s)  Lowest contract charge 1.30% Common Shares         $11.19            --                 --             --        12.35% 
         Highest contract charge 1.70% Common Shares        $12.10            --                 --             --        11.21% 
         All contract charges                                   --           737            $ 8,977           1.10%              
2011(s)  Lowest contract charge 1.30% Common Shares (b)     $ 9.96            --                 --             --        (8.37)%
         Highest contract charge 1.70% Common Shares        $10.88            --                 --             --        (6.29)%
         All contract charges                                   --           696            $ 7,611           0.99%              
2010(s)  Lowest contract charge 1.30% Common Shares         $11.66            --                 --             --        14.88% 
         Highest contract charge 1.70% Common Shares        $11.61            --                 --             --        14.38% 
         All contract charges                                   --           378            $ 4,399           0.51%              
IVY FUNDS VIP ENERGY                                                                                                             
         Unit Value 0.65% to 1.70%*                                                                                              
   2014  Lowest contract charge 0.65% Common Shares         $11.40            --                 --             --       (11.15)%
         Highest contract charge 1.70% Common Shares        $12.16            --                 --             --       (12.08)%
         All contract charges                                   --         2,545            $29,366           0.00%              
2013(t)  Lowest contract charge 0.65% Common Shares         $12.83            --                 --             --        26.90% 
         Highest contract charge 1.70% Common Shares        $13.83            --                 --             --        25.50% 
         All contract charges                                   --         1,483            $20,610           0.00%              
2012(r)  Lowest contract charge 1.30% Common Shares (e)     $11.16            --                 --             --        (4.04)%
         Highest contract charge 1.70% Common Shares (e)    $11.02            --                 --             --        (4.26)%
         All contract charges                                   --           146            $ 1,627           0.00%              
2012(s)  Lowest contract charge 0.65% Common Shares (b)     $10.11            --                 --             --         0.70% 
         Highest contract charge 1.70% Common Shares        $11.02            --                 --             --        (0.36)%
         All contract charges                                   --           885            $ 9,829           0.00%              
2011(s)  Lowest contract charge 0.65% Common Shares (b)     $10.04            --                 --             --       (12.24)%
         Highest contract charge 1.70% Common Shares        $11.06            --                 --             --       (10.59)%
         All contract charges                                   --           771            $ 8,578             --               
2010(s)  Lowest contract charge 1.30% Common Shares         $12.43            --                 --             --        20.45% 
         Highest contract charge 1.70% Common Shares        $12.37            --                 --             --        19.86% 
         All contract charges                                   --           229            $ 2,846           0.13%              
IVY FUNDS VIP GLOBAL NATURAL RESOURCES                                                                                           
         Unit Value 0.65% to 1.70%*                                                                                              
   2014  Lowest contract charge 0.65% Common Shares         $ 8.14            --                 --             --       (13.68)%
         Highest contract charge 1.70% Common Shares        $ 8.34            --                 --             --       (14.46)%
         All contract charges                                   --         1,383            $11,703           0.00%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,                        
                                                          ---------------------------------------------------------------------  
                                                                     UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                          UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                          ---------- ----------------- ----------------- -------------- ---------
                                                                                                                                 
IVY FUNDS VIP GLOBAL NATURAL RESOURCES (CONTINUED)                                                                               
2013(t)  Lowest contract charge 0.65% Common Shares         $ 9.43            --                 --             --         7.16% 
         Highest contract charge 1.70% Common Shares        $ 9.75            --                 --             --         5.86% 
         All contract charges                                   --         1,265           $ 12,480           0.00%              
2012(r)  Lowest contract charge 1.30% Common Shares (e)     $ 9.32            --                 --             --        (2.71)%
         Highest contract charge 1.70% Common Shares (e)    $ 9.21            --                 --             --        (2.95)%
         All contract charges                                   --           125           $  1,163           0.00%              
2012(s)  Lowest contract charge 0.65% Common Shares         $ 8.80            --                 --             --         1.27% 
         Highest contract charge 1.70% Common Shares        $ 9.21            --                 --             --         0.22% 
         All contract charges                                   --           915           $  8,490           0.00%              
2011(s)  Lowest contract charge 0.65% Common Shares (b)     $ 8.69            --                 --             --       (23.91)%
         Highest contract charge 1.70% Common Shares        $ 9.19            --                 --             --       (22.77)%
         All contract charges                                   --           852           $  7,871             --               
2010(s)  Lowest contract charge 1.30% Common Shares         $11.96            --                 --             --        15.56% 
         Highest contract charge 1.70% Common Shares        $11.90            --                 --             --        15.09% 
         All contract charges                                   --           419           $  5,015             --               
IVY FUNDS VIP HIGH INCOME                                                                                                        
         Unit Value 0.65% to 1.70%*                                                                                              
   2014  Lowest contract charge 0.65% Common Shares         $13.82            --                 --             --         1.25% 
         Highest contract charge 1.70% Common Shares        $15.26            --                 --             --         0.20% 
         All contract charges                                   --         7,208           $111,378           4.62%              
2013(t)  Lowest contract charge 0.65% Common Shares         $13.65            --                 --             --         9.81% 
         Highest contract charge 1.70% Common Shares        $15.23            --                 --             --         8.63% 
         All contract charges                                   --         5,192           $ 79,871           4.69%              
2012(r)  Lowest contract charge 1.30% Common Shares (e)     $14.20            --                 --             --         8.31% 
         Highest contract charge 1.70% Common Shares (e)    $14.02            --                 --             --         8.01% 
         All contract charges                                   --           750           $ 10,591           0.10%              
2012(s)  Lowest contract charge 0.65% Common Shares         $12.43            --                 --             --        17.82% 
         Highest contract charge 1.70% Common Shares        $14.02            --                 --             --        16.64% 
         All contract charges                                   --         2,440           $ 34,450           6.65%              
2011(s)  Lowest contract charge 0.65% Common Shares (b)     $10.55            --                 --             --         3.03% 
         Highest contract charge 1.70% Common Shares        $12.02            --                 --             --         3.44% 
         All contract charges                                   --         1,926           $ 23,256           6.46%              
2010(s)  Lowest contract charge 1.30% Common Shares         $11.67            --                 --             --        13.30% 
         Highest contract charge 1.70% Common Shares        $11.62            --                 --             --        12.93% 
         All contract charges                                   --           778           $  9,066           4.09%              
IVY FUNDS VIP MICRO CAP GROWTH                                                                                                   
         Unit Value 0.30% to 1.25%*                                                                                              
   2014  Lowest contract charge 0.30% Common Shares         $10.61            --                 --             --        (2.03)%
         Highest contract charge 1.25% Common Shares        $10.49            --                 --             --        (3.05)%
         All contract charges                                   --           147           $  1,549           0.00%              
   2013  Lowest contract charge 1.20% Common Shares (h)     $10.82            --                 --             --         8.09% 
         Highest contract charge 1.25% Common Shares (h)    $10.82            --                 --             --         8.09% 
         All contract charges                                   --             8           $     93           0.00%              
IVY FUNDS VIP MID CAP GROWTH                                                                                                     
         Unit Value 1.30% to 1.70%*                                                                                              
   2014  Lowest contract charge 1.30% Common Shares         $20.34            --                 --             --         6.49% 
         Highest contract charge 1.70% Common Shares        $19.92            --                 --             --         6.07% 
         All contract charges                                   --         2,021           $ 40,843           0.00%              
2013(t)  Lowest contract charge 1.30% Common Shares         $19.10            --                 --             --        28.27% 
         Highest contract charge 1.70% Common Shares        $18.78            --                 --             --        27.67% 
         All contract charges                                   --         1,632           $ 31,006           0.00%              
2012(r)  Lowest contract charge 1.30% Common Shares (e)     $14.89            --                 --             --         1.43% 
         Highest contract charge 1.70% Common Shares (e)    $14.71            --                 --             --         1.24% 
         All contract charges                                   --           218           $  3,233           0.00%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                               YEARS ENDED DECEMBER 31,                        
                                                        ---------------------------------------------------------------------  
                                                                   UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                        UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                        ---------- ----------------- ----------------- -------------- ---------
                                                                                                                               
IVY FUNDS VIP MID CAP GROWTH (CONTINUED)                                                                                       
2012(s)  Lowest contract charge 1.30% Common Shares       $14.89            --                 --             --        12.04% 
         Highest contract charge 1.70% Common Shares      $14.71            --                 --             --        11.69% 
         All contract charges                                 --           989            $14,647           0.00%              
2011(s)  Lowest contract charge 1.30% Common Shares       $13.29            --                 --             --        (1.85)%
         Highest contract charge 1.70% Common Shares      $13.17            --                 --             --        (2.30)%
         All contract charges                                 --           816            $10,801           3.11%              
2010(s)  Lowest contract charge 1.30% Common Shares       $13.54            --                 --             --        29.82% 
         Highest contract charge 1.70% Common Shares      $13.48            --                 --             --        29.37% 
         All contract charges                                 --           328            $ 4,427           0.01%              
IVY FUNDS VIP SCIENCE AND TECHNOLOGY                                                                                           
         Unit Value 0.65% to 1.70%*                                                                                            
   2014  Lowest contract charge 0.65% Common Shares       $19.46            --                 --             --         2.26% 
         Highest contract charge 1.70% Common Shares      $21.29            --                 --             --         1.14% 
         All contract charges                                 --         2,617            $52,643           0.00%              
2013(t)  Lowest contract charge 0.65% Common Shares       $19.03            --                 --             --        55.35% 
         Highest contract charge 1.70% Common Shares      $21.05            --                 --             --        53.76% 
         All contract charges                                 --         1,768            $37,545           0.00%              
2012(r)  Lowest contract charge 1.30% Common Shares (e)   $13.87            --                 --             --         9.38% 
         Highest contract charge 1.70% Common                                                                                  
          Shares (e)                                      $13.69            --                 --             --         9.00% 
         All contract charges                                 --           231            $ 3,202           0.00%              
2012(s)  Lowest contract charge 1.30% Common Shares       $13.87            --                 --             --        26.21% 
         Highest contract charge 1.70% Common Shares      $13.69            --                 --             --        25.60% 
         All contract charges                                 --           759            $10,481           0.00%              
2011(s)  Lowest contract charge 1.30% Common Shares       $10.99            --                 --             --        (7.02)%
         Highest contract charge 1.70% Common Shares      $10.90            --                 --             --        (7.31)%
         All contract charges                                 --           614            $ 6,730           3.30%              
2010(s)  Lowest contract charge 1.30% Common Shares       $11.82            --                 --             --        11.30% 
         Highest contract charge 1.70% Common Shares      $11.76            --                 --             --        10.84% 
         All contract charges                                 --           227            $ 2,680             --               
IVY FUNDS VIP SMALL CAP GROWTH                                                                                                 
         Unit Value 1.30% to 1.70%*                                                                                            
   2014  Lowest contract charge 1.30% Common Shares       $17.46            --                 --             --         0.23% 
         Highest contract charge 1.70% Common Shares      $17.10            --                 --             --        (0.18)%
         All contract charges                                 --         1,013            $17,562           0.00%              
2013(t)  Lowest contract charge 1.30% Common Shares       $17.42            --                 --             --        41.51% 
         Highest contract charge 1.70% Common Shares      $17.13            --                 --             --        40.99% 
         All contract charges                                 --           837            $14,507           0.00%              
2012(r)  Lowest contract charge 1.30% Common Shares (e)   $12.31            --                 --             --        (8.88)%
         Highest contract charge 1.70% Common                                                                                  
          Shares (e)                                      $12.15            --                 --             --        (9.19)%
         All contract charges                                 --            99            $ 1,218           0.00%              
2012(s)  Lowest contract charge 1.30% Common Shares       $12.31            --                 --             --         3.79% 
         Highest contract charge 1.70% Common Shares      $12.15            --                 --             --         3.32% 
         All contract charges                                 --           490            $ 6,003           0.00%              
2011(s)  Lowest contract charge 1.30% Common Shares       $11.86            --                 --             --       (11.76)%
         Highest contract charge 1.70% Common Shares      $11.76            --                 --             --       (12.11)%
         All contract charges                                 --           497            $ 5,876           0.82%              
2010(s)  Lowest contract charge 1.30% Common Shares       $13.44            --                 --             --        27.15% 
         Highest contract charge 1.70% Common Shares      $13.38            --                 --             --        26.70% 
         All contract charges                                 --           279            $ 3,472             --               
JANUS ASPEN SERIES BALANCED PORTFOLIO                                                                                          
         Unit Value 1.20% to 1.25%*                                                                                            
   2014  Lowest contract charge 1.20% Service Shares      $10.99            --                 --             --         7.01% 
         Highest contract charge 1.25% Service Shares     $10.98            --                 --             --         6.91% 
         All contract charges                                 --           398            $ 4,371           1.87%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                  YEARS ENDED DECEMBER 31,              
                                                           -------------------------------------------------------------
                                                                      UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT  
                                                           UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO**
                                                           ---------- ----------------- ----------------- --------------
                                                                                                                        
JANUS ASPEN SERIES BALANCED PORTFOLIO (CONTINUED)                                                                       
   2013  Lowest contract charge 1.20% Service Shares (h)     $10.27            --                 --             --     
         Highest contract charge 1.25% Service Shares (h)    $10.27            --                 --             --     
         All contract charges                                    --             6            $    62           0.29%    
JANUS ASPEN SERIES FLEXIBLE BOND PORTFOLIO                                                                              
         Unit Value 1.20% to 1.25%*                                                                                     
   2014  Lowest contract charge 1.20% Service Shares         $10.29            --                 --             --     
         Highest contract charge 1.25% Service Shares        $10.28            --                 --             --     
         All contract charges                                    --           317            $ 3,256           4.01%    
   2013  Lowest contract charge 1.20% Service Shares (h)     $ 9.94            --                 --             --     
         Highest contract charge 1.25% Service Shares (h)    $ 9.94            --                 --             --     
         All contract charges                                    --            12            $   116           0.73%    
JANUS ASPEN SERIES INTECH U.S. LOW VOLATILITY PORTFOLIO                                                                 
         Unit Value 1.20% to 1.25%*                                                                                     
   2014  Lowest contract charge 1.20% Service Shares         $11.80            --                 --             --     
         Highest contract charge 1.25% Service Shares        $11.80            --                 --             --     
         All contract charges                                    --           127            $ 1,494           1.12%    
   2013  Lowest contract charge 1.20% Service Shares (h)     $10.15            --                 --             --     
         Highest contract charge 1.25% Service Shares (h)    $10.15            --                 --             --     
         All contract charges                                    --             3            $    29           0.88%    
LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO                                                                     
         Unit Value 0.65% to 1.70%*                                                                                     
   2014  Lowest contract charge 0.65% Service Shares         $ 9.12            --                 --             --     
         Highest contract charge 1.70% Service Shares        $10.83            --                 --             --     
         All contract charges                                    --         6,775            $73,877           1.79%    
2013(t)  Lowest contract charge 0.65% Service Shares         $ 9.63            --                 --             --     
         Highest contract charge 1.70% Service Shares        $11.55            --                 --             --     
         All contract charges                                    --         5,679            $66,307           1.56%    
2012(r)  Lowest contract charge 1.30% Service Shares (e)     $12.05            --                 --             --     
         Highest contract charge 1.70% Service Shares (e)    $11.90            --                 --             --     
         All contract charges                                    --           833            $ 9,997           3.48%    
2012(s)  Lowest contract charge 0.65% Service Shares         $ 9.81            --                 --             --     
         Highest contract charge 1.70% Service Shares        $11.90            --                 --             --     
         All contract charges                                    --         3,427            $41,114           1.73%    
2011(s)  Lowest contract charge 0.65% Service Shares (b)     $ 8.09            --                 --             --     
         Highest contract charge 1.70% Service Shares        $ 9.92            --                 --             --     
         All contract charges                                    --         2,736            $27,284           2.67%    
2010(s)  Lowest contract charge 1.30% Service Shares         $12.37            --                 --             --     
         Highest contract charge 1.70% Service Shares        $12.31            --                 --             --     
         All contract charges                                    --         1,064            $13,133           2.91%    
LORD ABBETT SERIES FUND - BOND DEBENTURE PORTFOLIO                                                                      
         Unit Value 0.30% to 1.70%*                                                                                     
   2014  Lowest contract charge 0.30% VC Shares              $10.51            --                 --             --     
         Highest contract charge 1.70% VC Shares             $12.09            --                 --             --     
         All contract charges                                    --         2,769            $32,620           6.45%    
2013(t)  Lowest contract charge 1.20% VC Shares (h)          $10.09            --                 --             --     
         Highest contract charge 1.70% VC Shares             $11.79            --                 --             --     
         All contract charges                                    --         1,134            $13,390           8.34%    
2012(r)  Lowest contract charge 1.30% VC Shares (e)          $11.17            --                 --             --     
         Highest contract charge 1.70% VC Shares (e)         $11.08            --                 --             --     
         All contract charges                                    --           126            $ 1,400          12.49%    
2012(s)  Lowest contract charge 1.30% VC Shares              $11.17            --                 --             --     
         Highest contract charge 1.70% VC Shares             $11.08            --                 --             --     
         All contract charges                                    --           211            $ 2,337           7.35%    
2011(s)  Lowest contract charge 1.30% VC Shares (b)          $10.06            --                 --             --     
         Highest contract charge 1.70% VC Shares (b)         $10.02            --                 --             --     
         All contract charges                                    --            82            $   827          15.38%    
                                                                [Download Table]


--------                                                   
  TOTAL                                                    
RETURN***                                                  
---------                                                  
                                                           

Lowest contract charge 1.20% Service Shares (h)      2.09% 
Highest contract charge 1.25% Service Shares (h)     2.09% 
All contract charges                                       

Unit Value 1.20% to 1.25%*                                 
Lowest contract charge 1.20% Service Shares          3.52% 
Highest contract charge 1.25% Service Shares         3.42% 
All contract charges                                       
Lowest contract charge 1.20% Service Shares (h)     (0.50)%
Highest contract charge 1.25% Service Shares (h)    (0.50)%
All contract charges                                       

Unit Value 1.20% to 1.25%*                                 
Lowest contract charge 1.20% Service Shares         16.26% 
Highest contract charge 1.25% Service Shares        16.26% 
All contract charges                                       
Lowest contract charge 1.20% Service Shares (h)      0.30% 
Highest contract charge 1.25% Service Shares (h)     0.30% 
All contract charges                                       

Unit Value 0.65% to 1.70%*                                 
Lowest contract charge 0.65% Service Shares         (5.30)%
Highest contract charge 1.70% Service Shares        (6.23)%
All contract charges                                       
Lowest contract charge 0.65% Service Shares         (1.83)%
Highest contract charge 1.70% Service Shares        (2.94)%
All contract charges                                       
Lowest contract charge 1.30% Service Shares (e)      5.98% 
Highest contract charge 1.70% Service Shares (e)     5.68% 
All contract charges                                       
Lowest contract charge 0.65% Service Shares         21.26% 
Highest contract charge 1.70% Service Shares        19.96% 
All contract charges                                       
Lowest contract charge 0.65% Service Shares (b)    (18.03)%
Highest contract charge 1.70% Service Shares       (19.42)%
All contract charges                                       
Lowest contract charge 1.30% Service Shares         21.16% 
Highest contract charge 1.70% Service Shares        20.57% 
All contract charges                                       

Unit Value 0.30% to 1.70%*                                 
Lowest contract charge 0.30% VC Shares               3.96% 
Highest contract charge 1.70% VC Shares              2.54% 
All contract charges                                       
Lowest contract charge 1.20% VC Shares (h)           1.00% 
Highest contract charge 1.70% VC Shares              6.41% 
All contract charges                                       
Lowest contract charge 1.30% VC Shares (e)           5.48% 
Highest contract charge 1.70% VC Shares (e)          5.12% 
All contract charges                                       
Lowest contract charge 1.30% VC Shares              11.03% 
Highest contract charge 1.70% VC Shares             10.58% 
All contract charges                                       
Lowest contract charge 1.30% VC Shares (b)           0.10% 
Highest contract charge 1.70% VC Shares (b)         (0.30)%
All contract charges                                       

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,                        
                                                          ---------------------------------------------------------------------  
                                                                     UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                          UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                          ---------- ----------------- ----------------- -------------- ---------
                                                                                                                                 
LORD ABBETT SERIES FUND - CLASSIC STOCK PORTFOLIO                                                                                
         Unit Value 1.30% to 1.70%*                                                                                              
   2014  Lowest contract charge 1.30% VC Shares             $13.65            --                 --             --         7.73% 
         Highest contract charge 1.70% VC Shares            $13.44            --                 --             --         7.35% 
         All contract charges                                   --           372            $ 5,070           0.77%              
2013(t)  Lowest contract charge 1.30% VC Shares             $12.67            --                 --             --        28.11% 
         Highest contract charge 1.70% VC Shares            $12.52            --                 --             --        27.62% 
         All contract charges                                   --           332            $ 4,190           1.17%              
2012(r)  Lowest contract charge 1.30% VC Shares (e)         $ 9.89            --                 --             --         0.71% 
         Highest contract charge 1.70% VC Shares (e)        $ 9.81            --                 --             --         0.41% 
         All contract charges                                   --            82            $   818           2.47%              
2012(s)  Lowest contract charge 1.30% VC Shares             $ 9.89            --                 --             --        13.68% 
         Highest contract charge 1.70% VC Shares            $ 9.81            --                 --             --        13.15% 
         All contract charges                                   --           159            $ 1,552           1.08%              
2011(s)  Lowest contract charge 1.30% VC Shares (b)         $ 8.70            --                 --             --       (11.59)%
         Highest contract charge 1.65% VC Shares (b)        $ 8.68            --                 --             --       (11.79)%
         All contract charges                                   --           121            $ 1,050           1.75%              
LORD ABBETT SERIES FUND - GROWTH OPPORTUNITIES PORTFOLIO                                                                         
         Unit Value 1.30% to 1.70%*                                                                                              
   2014  Lowest contract charge 1.30% VC Shares             $13.26            --                 --             --         4.66% 
         Highest contract charge 1.70% VC Shares            $13.05            --                 --             --         4.23% 
         All contract charges                                   --           251            $ 3,311           0.00%              
2013(t)  Lowest contract charge 1.30% VC Shares             $12.67            --                 --             --        35.36% 
         Highest contract charge 1.70% VC Shares            $12.52            --                 --             --        34.77% 
         All contract charges                                   --           192            $ 2,423           0.00%              
2012(r)  Lowest contract charge 1.30% VC Shares (e)         $ 9.36            --                 --             --        (3.80)%
         Highest contract charge 1.70% VC Shares (e)        $ 9.29            --                 --             --        (4.03)%
         All contract charges                                   --            29            $   270           0.22%              
2012(s)  Lowest contract charge 1.30% VC Shares             $ 9.36            --                 --             --        12.64% 
         Highest contract charge 1.70% VC Shares            $ 9.29            --                 --             --        12.20% 
         All contract charges                                   --           119            $ 1,105           0.26%              
2011(s)  Lowest contract charge 1.30% VC Shares (b)         $ 8.31            --                 --             --       (15.55)%
         Highest contract charge 1.70% VC Shares (b)        $ 8.28            --                 --             --       (15.85)%
         All contract charges                                   --            73            $   603             --               
MFS(R) INTERNATIONAL VALUE PORTFOLIO                                                                                             
         Unit Value 1.20% to 1.70%*                                                                                              
   2014  Lowest contract charge 1.20% Service Class         $10.17            --                 --             --        (0.10)%
         Highest contract charge 1.70% Service Class        $14.80            --                 --             --        (0.54)%
         All contract charges                                   --         6,575            $95,243           1.92%              
2013(t)  Lowest contract charge 1.20% Service Class (h)     $10.18            --                 --             --         0.59% 
         Highest contract charge 1.70% Service Class        $14.88            --                 --             --        25.46% 
         All contract charges                                   --         4,160            $62,430           1.47%              
2012(r)  Lowest contract charge 1.30% Service Class (e)     $12.01            --                 --             --         5.72% 
         Highest contract charge 1.70% Service Class (e)    $11.86            --                 --             --         5.42% 
         All contract charges                                   --           517            $ 6,188           1.06%              
2012(s)  Lowest contract charge 1.30% Service Class         $12.01            --                 --             --        14.38% 
         Highest contract charge 1.70% Service Class        $11.86            --                 --             --        13.93% 
         All contract charges                                   --         1,708            $20,448           1.46%              
2011(s)  Lowest contract charge 1.30% Service Class         $10.50            --                 --             --        (3.05)%
         Highest contract charge 1.70% Service Class        $10.41            --                 --             --        (3.43)%
         All contract charges                                   --         1,354            $14,175           1.24%              
2010(s)  Lowest contract charge 1.30% Service Class         $10.83            --                 --             --         7.33% 
         Highest contract charge 1.70% Service Class        $10.78            --                 --             --         6.94% 
         All contract charges                                   --           501            $ 5,419           0.32%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,                        
                                                          ---------------------------------------------------------------------  
                                                                     UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                          UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                          ---------- ----------------- ----------------- -------------- ---------
                                                                                                                                 
MFS(R) INVESTORS GROWTH STOCK SERIES                                                                                             
         Unit Value 1.30% to 1.70%*                                                                                              
   2014  Lowest contract charge 1.30% Service Class         $18.56           --                  --             --         9.69% 
         Highest contract charge 1.70% Service Class        $18.18           --                  --             --         9.25% 
         All contract charges                                   --          662             $12,199           0.29%              
2013(t)  Lowest contract charge 1.30% Service Class         $16.92           --                  --             --        28.38% 
         Highest contract charge 1.70% Service Class        $16.64           --                  --             --        27.80% 
         All contract charges                                   --          427             $ 7,193           0.43%              
2012(r)  Lowest contract charge 1.30% Service Class (e)     $13.18           --                  --             --         2.41% 
         Highest contract charge 1.70% Service Class (e)    $13.02           --                  --             --         2.20% 
         All contract charges                                   --           33             $   433           0.20%              
2012(s)  Lowest contract charge 1.30% Service Class         $13.18           --                  --             --        15.11% 
         Highest contract charge 1.70% Service Class        $13.02           --                  --             --        14.71% 
         All contract charges                                   --          309             $ 4,049           0.23%              
2011(s)  Lowest contract charge 1.30% Service Class         $11.45           --                  --             --        (0.87)%
         Highest contract charge 1.70% Service Class        $11.35           --                  --             --        (1.30)%
         All contract charges                                   --          286             $ 3,267           0.26%              
2010(s)  Lowest contract charge 1.30% Service Class         $11.55           --                  --             --        10.63% 
         Highest contract charge 1.70% Service Class        $11.50           --                  --             --        10.26% 
         All contract charges                                   --          162             $ 1,874           0.07%              
MFS(R) INVESTORS TRUST SERIES                                                                                                    
         Unit Value 0.65% to 1.70%*                                                                                              
   2014  Lowest contract charge 0.65% Service Class         $16.91           --                  --             --        10.02% 
         Highest contract charge 1.70% Service Class        $17.74           --                  --             --         8.83% 
         All contract charges                                   --          477             $ 8,263           0.79%              
2013(t)  Lowest contract charge 0.65% Service Class         $15.37           --                  --             --        30.81% 
         Highest contract charge 1.70% Service Class        $16.30           --                  --             --        29.47% 
         All contract charges                                   --          373             $ 6,157           1.01%              
2012(r)  Lowest contract charge 1.30% Service Class (e)     $12.75           --                  --             --         4.08% 
         Highest contract charge 1.70% Service Class (e)    $12.59           --                  --             --         3.79% 
         All contract charges                                   --           21             $   263           0.61%              
2012(s)  Lowest contract charge 0.65% Service Class         $11.75           --                  --             --        18.09% 
         Highest contract charge 1.70% Service Class        $12.59           --                  --             --        16.79% 
         All contract charges                                   --          287             $ 3,636           0.78%              
2011(s)  Lowest contract charge 0.65% Service Class (b)     $ 9.95           --                  --             --        (5.42)%
         Highest contract charge 1.70% Service Class        $10.78           --                  --             --        (4.01)%
         All contract charges                                   --          243             $ 2,631           0.85%              
2010(s)  Lowest contract charge 1.30% Service Class         $11.29           --                  --             --         9.51% 
         Highest contract charge 1.70% Service Class        $11.23           --                  --             --         8.92% 
         All contract charges                                   --          111             $ 1,249           0.06%              
MFS(R) RESEARCH SERIES                                                                                                           
         Unit Value 1.20% to 1.25%*                                                                                              
   2014  Lowest contract charge 1.20% Service Class         $11.40           --                  --             --         8.67% 
         Highest contract charge 1.25% Service Class        $11.39           --                  --             --         8.58% 
         All contract charges                                   --           72             $   812           0.72%              
   2013  Lowest contract charge 1.25% Service Class (h)     $10.49           --                  --             --         3.96% 
         Highest contract charge 1.25% Service Class (h)    $10.49           --                  --             --         3.96% 
         All contract charges                                   --            2             $    17           0.00%              
MFS(R) TECHNOLOGY PORTFOLIO                                                                                                      
         Unit Value 1.30% to 1.70%*                                                                                              
   2014  Lowest contract charge 1.30% Service Class         $19.84           --                  --             --         8.95% 
         Highest contract charge 1.70% Service Class        $19.43           --                  --             --         8.49% 
         All contract charges                                   --          784             $15,442           0.00%              
2013(t)  Lowest contract charge 1.30% Service Class         $18.21           --                  --             --        33.02% 
         Highest contract charge 1.70% Service Class        $17.91           --                  --             --        32.47% 
         All contract charges                                   --          579             $10,464           0.00%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,                        
                                                          ---------------------------------------------------------------------  
                                                                     UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                          UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                          ---------- ----------------- ----------------- -------------- ---------
                                                                                                                                 
MFS(R) TECHNOLOGY PORTFOLIO (CONTINUED)                                                                                          
2012(r)  Lowest contract charge 1.30% Service Class (e)     $13.69            --                 --             --        (2.42)%
         Highest contract charge 1.70% Service Class (e)    $13.52            --                 --             --        (2.66)%
         All contract charges                                   --            84           $  1,144           0.00%              
2012(s)  Lowest contract charge 1.30% Service Class         $13.69            --                 --             --        12.77% 
         Highest contract charge 1.70% Service Class        $13.52            --                 --             --        12.29% 
         All contract charges                                   --           352           $  4,793           0.00%              
2011(s)  Lowest contract charge 1.30% Service Class         $12.14            --                 --             --        (0.25)%
         Highest contract charge 1.70% Service Class        $12.04            --                 --             --        (0.66)%
         All contract charges                                   --           297           $  3,597             --               
2010(s)  Lowest contract charge 1.30% Service Class         $12.17            --                 --             --        18.62% 
         Highest contract charge 1.70% Service Class        $12.12            --                 --             --        18.24% 
         All contract charges                                   --           156           $  1,899             --               
MFS(R) UTILITIES SERIES                                                                                                          
         Unit Value 1.20% to 1.70%*                                                                                              
   2014  Lowest contract charge 1.20% Service Class         $11.03            --                 --             --        11.08% 
         Highest contract charge 1.70% Service Class        $17.88            --                 --             --        10.58% 
         All contract charges                                   --         2,469           $ 41,044           2.08%              
2013(t)  Lowest contract charge 1.20% Service Class (h)     $ 9.93            --                 --             --         0.00% 
         Highest contract charge 1.70% Service Class        $16.17            --                 --             --        18.20% 
         All contract charges                                   --         1,307           $ 21,259           2.22%              
2012(r)  Lowest contract charge 1.30% Service Class (e)     $13.86            --                 --             --         6.21% 
         Highest contract charge 1.70% Service Class (e)    $13.68            --                 --             --         5.88% 
         All contract charges                                   --           195           $  2,688           4.45%              
2012(s)  Lowest contract charge 0.65% Service Class         $12.05            --                 --             --        12.41% 
         Highest contract charge 1.70% Service Class        $13.68            --                 --             --        11.22% 
         All contract charges                                   --           652           $  8,995           6.82%              
2011(s)  Lowest contract charge 0.65% Service Class (b)     $10.72            --                 --             --         4.38% 
         Highest contract charge 1.70% Service Class        $12.30            --                 --             --         4.77% 
         All contract charges                                   --           491           $  6,062           3.16%              
2010(s)  Lowest contract charge 1.30% Service Class         $11.80            --                 --             --        12.06% 
         Highest contract charge 1.70% Service Class        $11.74            --                 --             --        11.49% 
         All contract charges                                   --           140           $  1,648           1.49%              
MFS(R) VALUE SERIES                                                                                                              
         Unit Value 1.20% to 1.25%*                                                                                              
   2014  Lowest contract charge 1.20% Service Class         $11.43            --                 --             --         8.86% 
         Highest contract charge 1.25% Service Class        $11.42            --                 --             --         8.76% 
         All contract charges                                   --           216           $  2,476           1.69%              
   2013  Lowest contract charge 1.20% Service Class (h)     $10.50            --                 --             --         2.94% 
         Highest contract charge 1.25% Service Class (h)    $10.50            --                 --             --         2.94% 
         All contract charges                                   --            10           $    101           0.00%              
MULTIMANAGER AGGRESSIVE EQUITY                                                                                                   
         Unit Value 1.30% to 1.70%*                                                                                              
   2014  Lowest contract charge 1.30% Class B               $18.18            --                 --             --         9.19% 
         Highest contract charge 1.70% Class B              $75.19            --                 --             --         8.78% 
         All contract charges                                   --           498           $ 11,048           0.11%              
2013(t)  Lowest contract charge 1.30% Class B               $16.65            --                 --             --        35.37% 
         Highest contract charge 1.70% Class B              $69.12            --                 --             --        34.82% 
         All contract charges                                   --           451           $  8,871           0.14%              
2012(r)  Lowest contract charge 1.30% Class B (e)           $12.30            --                 --             --        (1.91)%
         Highest contract charge 1.65% Class B (e)          $12.01            --                 --             --        (2.20)%
         All contract charges                                   --             9           $    124           0.36%              
2012(s)  Lowest contract charge 0.95% Class B               $62.92            --                 --             --        13.12% 
         Highest contract charge 1.90% Class B              $48.53            --                 --             --        12.03% 
         All contract charges                                   --        24,945           $470,489           0.23%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
MULTIMANAGER AGGRESSIVE EQUITY (CONTINUED)                                                                                 
2011(s)  Lowest contract charge 0.95% Class B         $55.62             --                 --            --        (7.18)%
         Highest contract charge 1.90% Class B        $43.32             --                 --            --        (8.06)%
         All contract charges                             --         27,864         $  467,297            --               
2010(s)  Lowest contract charge 0.50% Class B         $67.09             --                 --            --        17.02% 
         Highest contract charge 1.90% Class B        $47.12             --                 --            --        15.38% 
         All contract charges                             --         31,493         $  579,330          0.61%              
MULTIMANAGER CORE BOND                                                                                                     
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class B         $13.72             --                 --            --         2.46% 
         Highest contract charge 1.70% Class B        $13.95             --                 --            --         1.97% 
         All contract charges                             --          7,166         $   97,870          2.07%              
2013(t)  Lowest contract charge 1.30% Class B         $13.39             --                 --            --        (3.67)%
         Highest contract charge 1.70% Class B        $13.68             --                 --            --        (4.00)%
         All contract charges                             --          6,684         $   89,558          1.60%              
2012(s)  Lowest contract charge 1.20% Class B         $15.07             --                 --            --         4.22% 
         Highest contract charge 1.90% Class B        $13.93             --                 --            --         3.41% 
         All contract charges                             --        107,224         $1,504,061          2.07%              
2011(s)  Lowest contract charge 1.20% Class B         $14.46             --                 --            --         4.56% 
         Highest contract charge 1.90% Class B        $13.47             --                 --            --         3.86% 
         All contract charges                             --         95,905         $1,295,330          2.58%              
2010(s)  Lowest contract charge 0.50% Class B         $14.74             --                 --            --         5.66% 
         Highest contract charge 1.90% Class B        $12.97             --                 --            --         4.18% 
         All contract charges                             --         88,517         $1,150,810          2.78%              
MULTIMANAGER MID CAP GROWTH                                                                                                
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class B         $21.49             --                 --            --         3.52% 
         Highest contract charge 1.70% Class B        $16.62             --                 --            --         3.10% 
         All contract charges                             --            676         $   13,571          0.00%              
2013(t)  Lowest contract charge 1.30% Class B         $20.76             --                 --            --        38.31% 
         Highest contract charge 1.70% Class B        $16.12             --                 --            --        37.78% 
         All contract charges                             --            548         $   10,693          0.00%              
2012(r)  Lowest contract charge 1.30% Class B (e)     $15.01             --                 --            --         0.20% 
         Highest contract charge 1.70% Class B (e)    $11.70             --                 --            --        (0.09)%
         All contract charges                             --             20         $      293          0.00%              
2012(s)  Lowest contract charge 0.95% Class B         $12.72             --                 --            --        14.39% 
         Highest contract charge 1.90% Class B        $11.44             --                 --            --        13.27% 
         All contract charges                             --         23,072         $  307,702          0.00%              
2011(s)  Lowest contract charge 0.95% Class B         $11.12             --                 --            --        (8.78)%
         Highest contract charge 1.90% Class B        $10.10             --                 --            --        (9.66)%
         All contract charges                             --         24,402         $  286,163            --               
2010(s)  Lowest contract charge 0.50% Class B         $12.70             --                 --            --        26.24% 
         Highest contract charge 1.90% Class B        $11.18             --                 --            --        24.50% 
         All contract charges                             --         27,305         $  351,919            --               
MULTIMANAGER MID CAP VALUE                                                                                                 
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class B         $22.18             --                 --            --         3.94% 
         Highest contract charge 1.70% Class B        $19.59             --                 --            --         3.60% 
         All contract charges                             --            433         $    9,232          0.50%              
2013(t)  Lowest contract charge 1.30% Class B         $21.34             --                 --            --        33.88% 
         Highest contract charge 1.70% Class B        $18.91             --                 --            --        33.26% 
         All contract charges                             --            353         $    7,287          0.44%              
2012(r)  Lowest contract charge 1.30% Class B (e)     $15.94             --                 --            --         4.25% 
         Highest contract charge 1.70% Class B (e)    $14.19             --                 --            --         4.03% 
         All contract charges                             --            353         $    7,287          0.70%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                  YEARS ENDED DECEMBER 31,              
                                                           -------------------------------------------------------------
                                                                      UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT  
                                                           UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO**
                                                           ---------- ----------------- ----------------- --------------
                                                                                                                        
MULTIMANAGER MID CAP VALUE (CONTINUED)                                                                                  
2012(s)  Lowest contract charge 0.95% Class B                $15.43            --                 --             --     
         Highest contract charge 1.90% Class B               $13.88            --                 --             --     
         All contract charges                                    --        23,404           $355,687           0.37%    
2011(s)  Lowest contract charge 0.95% Class B                $13.57            --                 --             --     
         Highest contract charge 1.90% Class B               $12.32            --                 --             --     
         All contract charges                                    --        25,568           $343,363           0.02%    
2010(s)  Lowest contract charge 0.50% Class B                $16.46            --                 --             --     
         Highest contract charge 1.90% Class B               $14.49            --                 --             --     
         All contract charges                                    --        26,265           $412,452           0.77%    
MULTIMANAGER TECHNOLOGY                                                                                                 
         Unit Value 1.20% to 1.70%*                                                                                     
   2014  Lowest contract charge 1.20% Class B                $11.97            --                 --             --     
         Highest contract charge 1.70% Class B               $17.60            --                 --             --     
         All contract charges                                    --           499           $  9,451           0.00%    
2013(t)  Lowest contract charge 1.20% Class B (h)            $10.67            --                 --             --     
         Highest contract charge 1.70% Class B               $15.77            --                 --             --     
         All contract charges                                    --           408           $  7,282           0.00%    
2012(s)  Lowest contract charge 0.95% Class B                $12.86            --                 --             --     
         Highest contract charge 1.80% Class B               $11.70            --                 --             --     
         All contract charges                                    --        28,995           $385,649           0.00%    
2011(s)  Lowest contract charge 0.95% Class B                $11.45            --                 --             --     
         Highest contract charge 1.90% Class B               $10.40            --                 --             --     
         All contract charges                                    --        30,531           $363,492             --     
2010(s)  Lowest contract charge 0.50% Class B                $12.65            --                 --             --     
         Highest contract charge 1.90% Class B               $11.14            --                 --             --     
         All contract charges                                    --        32,400           $410,547             --     
NEUBERGER BERMAN ABSOLUTE RETURN MULTI-MANAGER PORTFOLIO                                                                
         Unit Value 1.20% to 1.70%*                                                                                     
   2014  Lowest contract charge 1.20% Class S Shares (j)     $ 9.84            --                 --             --     
         Highest contract charge 1.70% Class S Shares (j)    $ 9.81            --                 --             --     
         All contract charges                                    --            65           $    631           0.00%    
NEUBERGER BERMAN INTERNATIONAL EQUITY PORTFOLIO                                                                         
         Unit Value 1.20% to 1.70%*                                                                                     
   2014  Lowest contract charge 1.20% Class S Shares (j)     $ 9.35            --                 --             --     
         Highest contract charge 1.70% Class S Shares (j)    $ 9.32            --                 --             --     
         All contract charges                                    --            83           $    766           0.55%    
PIMCO COMMODITYREALRETURN(R) STRATEGY PORTFOLIO                                                                         
         Unit Value 0.65% to 1.70%*                                                                                     
   2014  Lowest contract charge 0.65% Advisor Class          $ 6.81            --                 --             --     
         Highest contract charge 1.70% Advisor Class         $ 8.12            --                 --             --     
         All contract charges                                    --         2,310           $ 18,954           0.27%    
2013(t)  Lowest contract charge 0.65% Advisor Class          $ 8.43            --                 --             --     
         Highest contract charge 1.70% Advisor Class         $10.16            --                 --             --     
         All contract charges                                    --         1,910           $ 19,615           1.59%    
2012(r)  Lowest contract charge 1.30% Advisor Class (e)      $12.27            --                 --             --     
         Highest contract charge 1.70% Advisor Class (e)     $12.12            --                 --             --     
         All contract charges                                    --           249           $  3,047           2.13%    
2012(s)  Lowest contract charge 0.65% Advisor Class          $ 9.95            --                 --             --     
         Highest contract charge 1.70% Advisor Class         $12.12            --                 --             --     
         All contract charges                                    --         1,225           $ 14,967           2.46%    
2011(s)  Lowest contract charge 0.65% Advisor Class (b)      $ 9.53            --                 --             --     
         Highest contract charge 1.70% Advisor Class         $11.73            --                 --             --     
         All contract charges                                    --           900           $ 10,608          14.13%    
2010(s)  Lowest contract charge 1.30% Advisor Class          $12.96            --                 --             --     
         Highest contract charge 1.70% Advisor Class         $12.90            --                 --             --     
         All contract charges                                    --           316           $  4,086          16.49%    
                                                                [Download Table]


--------                                                   
  TOTAL                                                    
RETURN***                                                  
---------                                                  
                                                           

Lowest contract charge 0.95% Class B                13.71% 
Highest contract charge 1.90% Class B               12.66% 
All contract charges                                       
Lowest contract charge 0.95% Class B               (14.11)%
Highest contract charge 1.90% Class B              (14.98)%
All contract charges                                       
Lowest contract charge 0.50% Class B                24.32% 
Highest contract charge 1.90% Class B               22.59% 
All contract charges                                       

Unit Value 1.20% to 1.70%*                                 
Lowest contract charge 1.20% Class B                12.18% 
Highest contract charge 1.70% Class B               11.60% 
All contract charges                                       
Lowest contract charge 1.20% Class B (h)             6.49% 
Highest contract charge 1.70% Class B               33.31% 
All contract charges                                       
Lowest contract charge 0.95% Class B                12.31% 
Highest contract charge 1.80% Class B               11.43% 
All contract charges                                       
Lowest contract charge 0.95% Class B                (5.68)%
Highest contract charge 1.90% Class B               (6.64)%
All contract charges                                       
Lowest contract charge 0.50% Class B                17.13% 
Highest contract charge 1.90% Class B               15.56% 
All contract charges                                       

Unit Value 1.20% to 1.70%*                                 
Lowest contract charge 1.20% Class S Shares (j)     (1.40)%
Highest contract charge 1.70% Class S Shares (j)    (1.70)%
All contract charges                                       

Unit Value 1.20% to 1.70%*                                 
Lowest contract charge 1.20% Class S Shares (j)     (5.75)%
Highest contract charge 1.70% Class S Shares (j)    (6.05)%
All contract charges                                       

Unit Value 0.65% to 1.70%*                                 
Lowest contract charge 0.65% Advisor Class         (19.22)%
Highest contract charge 1.70% Advisor Class        (20.08)%
All contract charges                                       
Lowest contract charge 0.65% Advisor Class         (15.28)%
Highest contract charge 1.70% Advisor Class        (16.17)%
All contract charges                                       
Lowest contract charge 1.30% Advisor Class (e)       0.57% 
Highest contract charge 1.70% Advisor Class (e)      0.33% 
All contract charges                                       
Lowest contract charge 0.65% Advisor Class           4.41% 
Highest contract charge 1.70% Advisor Class          3.32% 
All contract charges                                       
Lowest contract charge 0.65% Advisor Class (b)      (8.80)%
Highest contract charge 1.70% Advisor Class         (9.07)%
All contract charges                                       
Lowest contract charge 1.30% Advisor Class          22.61% 
Highest contract charge 1.70% Advisor Class         22.04% 
All contract charges                                       

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,                        
                                                          ---------------------------------------------------------------------  
                                                                     UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                          UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                          ---------- ----------------- ----------------- -------------- ---------
                                                                                                                                 
PIMCO EMERGING MARKETS BOND PORTFOLIO                                                                                            
         Unit Value 1.20% to 1.70%*                                                                                              
   2014  Lowest contract charge 1.20% Advisor Class         $ 9.80            --                 --             --         0.20% 
         Highest contract charge 1.70% Advisor Class        $12.18            --                 --             --        (0.33)%
         All contract charges                                   --         1,607            $19,571           5.14%              
2013(t)  Lowest contract charge 1.20% Advisor Class (h)     $ 9.78            --                 --             --        (0.10)%
         Highest contract charge 1.70% Advisor Class        $12.22            --                 --             --        (8.60)%
         All contract charges                                   --         1,423            $17,557           4.90%              
2012(r)  Lowest contract charge 1.30% Advisor Class (e)     $13.55            --                 --             --         8.84% 
         Highest contract charge 1.70% Advisor Class (e)    $13.37            --                 --             --         8.43% 
         All contract charges                                   --           262            $ 3,531           3.20%              
2012(s)  Lowest contract charge 0.65% Advisor Class         $11.79            --                 --             --        17.08% 
         Highest contract charge 1.70% Advisor Class        $13.37            --                 --             --        15.76% 
         All contract charges                                   --         1,069            $14,427           4.82%              
2011(s)  Lowest contract charge 0.65% Advisor Class (b)     $10.07            --                 --             --         4.90% 
         Highest contract charge 1.70% Advisor Class        $11.55            --                 --             --         4.43% 
         All contract charges                                   --           835            $ 9,691           5.23%              
2010(s)  Lowest contract charge 1.30% Advisor Class         $11.11            --                 --             --        10.55% 
         Highest contract charge 1.70% Advisor Class        $11.06            --                 --             --        10.16% 
         All contract charges                                   --           472            $ 5,238           4.65%              
PIMCO GLOBAL BOND PORTFOLIO (UNHEDGED)                                                                                           
         Unit Value 1.20% to 1.25%*                                                                                              
   2014  Lowest contract charge 1.20% Advisor Class         $ 9.70            --                 --             --         0.94% 
         Highest contract charge 1.25% Advisor Class        $ 9.70            --                 --             --         0.94% 
         All contract charges                                   --            57            $   553           2.56%              
   2013  Lowest contract charge 1.20% Advisor Class (h)     $ 9.61            --                 --             --        (2.54)%
         Highest contract charge 1.25% Advisor Class (h)    $ 9.61            --                 --             --        (2.54)%
         All contract charges                                   --             3            $    33           0.03%              
PIMCO GLOBAL MULTI-ASSET MANAGER ALLOCATION PORTFOLIO                                                                            
         Unit Value 1.20% to 1.25%*                                                                                              
   2014  Lowest contract charge 1.20% Advisor Class (i)     $10.18            --                 --             --         3.46% 
         Highest contract charge 1.25% Advisor Class (i)    $10.18            --                 --             --         3.46% 
         All contract charges                                   --            10            $   109           4.02%              
PIMCO REAL RETURN PORTFOLIO                                                                                                      
         Unit Value 1.30% to 1.70%*                                                                                              
   2014  Lowest contract charge 1.30% Advisor Class         $11.43            --                 --             --         1.69% 
         Highest contract charge 1.70% Advisor Class        $11.19            --                 --             --         1.18% 
         All contract charges                                   --         5,927            $67,217           1.30%              
2013(t)  Lowest contract charge 1.30% Advisor Class         $11.24            --                 --             --       (10.51)%
         Highest contract charge 1.70% Advisor Class        $11.06            --                 --             --       (10.81)%
         All contract charges                                   --         5,735            $64,059           1.65%              
2012(r)  Lowest contract charge 1.30% Advisor Class (e)     $12.56            --                 --             --         4.15% 
         Highest contract charge 1.70% Advisor Class (e)    $12.40            --                 --             --         3.85% 
         All contract charges                                   --         1,264            $15,803           0.33%              
2012(s)  Lowest contract charge 0.65% Advisor Class         $11.44            --                 --             --         7.92% 
         Highest contract charge 1.70% Advisor Class        $12.40            --                 --             --         6.80% 
         All contract charges                                   --         4,008            $50,084           0.98%              
2011(s)  Lowest contract charge 0.65% Advisor Class (b)     $10.60            --                 --             --        10.65% 
         Highest contract charge 1.70% Advisor Class        $11.61            --                 --             --         9.63% 
         All contract charges                                   --         2,919            $34,062           1.80%              
2010(s)  Lowest contract charge 1.30% Advisor Class         $10.64            --                 --             --         6.61% 
         Highest contract charge 1.70% Advisor Class        $10.59            --                 --             --         6.22% 
         All contract charges                                   --           940            $ 9,982           3.10%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                 YEARS ENDED DECEMBER 31,                        
                                                          ---------------------------------------------------------------------  
                                                                     UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                          UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                          ---------- ----------------- ----------------- -------------- ---------
                                                                                                                                 
PIMCO TOTAL RETURN PORTFOLIO                                                                                                     
         Unit Value 0.65% to 1.70%*                                                                                              
   2014  Lowest contract charge 0.65% Advisor Class         $10.96            --                 --             --         3.49% 
         Highest contract charge 1.70% Advisor Class        $11.44            --                 --             --         2.42% 
         All contract charges                                   --        11,471           $132,247           2.13%              
2013(t)  Lowest contract charge 0.65% Advisor Class         $10.59            --                 --             --        (2.67)%
         Highest contract charge 1.70% Advisor Class        $11.17            --                 --             --        (3.71)%
         All contract charges                                   --        10,535           $118,898           2.11%              
2012(r)  Lowest contract charge 1.30% Advisor Class (e)     $11.75            --                 --             --         4.35% 
         Highest contract charge 1.70% Advisor Class (e)    $11.60            --                 --             --         4.04% 
         All contract charges                                   --         2,030           $ 23,720           1.57%              
2012(s)  Lowest contract charge 0.65% Advisor Class         $10.88            --                 --             --         8.69% 
         Highest contract charge 1.70% Advisor Class        $11.60            --                 --             --         7.61% 
         All contract charges                                   --         6,826           $ 79,827           2.47%              
2011(s)  Lowest contract charge 0.65% Advisor Class (b)     $10.01            --                 --             --         2.67% 
         Highest contract charge 1.70% Advisor Class        $10.78            --                 --             --         1.70% 
         All contract charges                                   --         5,177           $ 56,086           2.56%              
2010(s)  Lowest contract charge 1.30% Advisor Class         $10.64            --                 --             --         6.61% 
         Highest contract charge 1.70% Advisor Class        $10.60            --                 --             --         6.21% 
         All contract charges                                   --         2,268           $ 24,095           8.03%              
PROFUND VP BEAR                                                                                                                  
         Unit Value 1.30% to 1.70%*                                                                                              
   2014  Lowest contract charge 1.30% Common Shares         $ 3.56            --                 --             --       (15.44)%
         Highest contract charge 1.70% Common Shares        $ 3.49            --                 --             --       (15.70)%
         All contract charges                                   --            96           $    337           0.00%              
2013(t)  Lowest contract charge 1.30% Common Shares         $ 4.21            --                 --             --       (27.54)%
         Highest contract charge 1.70% Common Shares        $ 4.14            --                 --             --       (27.75)%
         All contract charges                                   --           103           $    432           0.00%              
2012(s)  Lowest contract charge 1.30% Common Shares         $ 5.81            --                 --             --       (17.59)%
         Highest contract charge 1.70% Common Shares        $ 5.73            --                 --             --       (18.03)%
         All contract charges                                   --           123           $    709           0.00%              
2011(s)  Lowest contract charge 1.30% Common Shares         $ 7.05            --                 --             --       (10.08)%
         Highest contract charge 1.70% Common Shares        $ 6.99            --                 --             --       (10.50)%
         All contract charges                                   --           118           $    827             --               
2010(s)  Lowest contract charge 1.30% Common Shares         $ 7.84            --                 --             --       (18.92)%
         Highest contract charge 1.70% Common Shares        $ 7.81            --                 --             --       (19.15)%
         All contract charges                                   --            55           $    424             --               
PROFUND VP BIOTECHNOLOGY                                                                                                         
         Unit Value 0.65% to 1.70%*                                                                                              
   2014  Lowest contract charge 0.65% Common Shares         $31.73            --                 --             --        28.88% 
         Highest contract charge 1.70% Common Shares        $31.87            --                 --             --        27.53% 
         All contract charges                                   --         1,244           $ 40,205           0.00%              
2013(t)  Lowest contract charge 0.65% Common Shares         $24.62            --                 --             --        67.37% 
         Highest contract charge 1.70% Common Shares        $24.99            --                 --             --        65.61% 
         All contract charges                                   --           886           $ 22,376           0.00%              
2012(r)  Lowest contract charge 1.30% Common Shares (e)     $15.29            --                 --             --        16.19% 
         Highest contract charge 1.70% Common Shares (e)    $15.09            --                 --             --        15.81% 
         All contract charges                                   --            77           $  1,167           0.00%              
2012(s)  Lowest contract charge 1.30% Common Shares         $15.29            --                 --             --        38.87% 
         Highest contract charge 1.70% Common Shares        $15.09            --                 --             --        38.31% 
         All contract charges                                   --           278           $  4,227           0.00%              
2011(s)  Lowest contract charge 1.30% Common Shares         $11.01            --                 --             --         5.16% 
         Highest contract charge 1.70% Common Shares        $10.91            --                 --             --         4.70% 
         All contract charges                                   --           195           $  2,142             --               
2010(s)  Lowest contract charge 1.30% Common Shares         $10.47            --                 --             --         3.77% 
         Highest contract charge 1.70% Common Shares        $10.42            --                 --             --         3.37% 
         All contract charges                                   --            71           $    742             --               

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                          YEARS ENDED DECEMBER 31,                        
                                                   ---------------------------------------------------------------------  
                                                              UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                   UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                   ---------- ----------------- ----------------- -------------- ---------
                                                                                                                          
PUTNAM VT ABSOLUTE RETURN 500 FUND                                                                                        
      Unit Value 1.20% to 1.25%*                                                                                          
2014  Lowest contract charge 1.20% Class B           $10.34           --                 --              --         2.58% 
      Highest contract charge 1.25% Class B          $10.33           --                 --              --         2.48% 
      All contract charges                               --           60             $  623            0.00%              
2013  Lowest contract charge 1.25% Class B (h)       $10.08           --                 --              --         0.60% 
      Highest contract charge 1.25% Class B (h)      $10.08           --                 --              --         0.60% 
      All contract charges                               --           --             $    1            0.00%              
PUTNAM VT DIVERSIFIED INCOME FUND                                                                                         
      Unit Value 1.20% to 1.70%*                                                                                          
2014  Lowest contract charge 1.20% Class B (j)       $ 9.62           --                 --              --        (4.09)%
      Highest contract charge 1.70% Class B (j)      $ 9.59           --                 --              --        (4.29)%
      All contract charges                               --          209             $2,011            0.00%              
QS LEGG MASON DYNAMIC MULTI-STRATEGY VIT PORTFOLIO                                                                        
      Unit Value 1.20% to 1.70%*                                                                                          
2014  Lowest contract charge 1.20% Class II (j)      $10.05           --                 --              --         0.90% 
      Highest contract charge 1.70% Class II (j)     $10.02           --                 --              --         0.60% 
      All contract charges                               --           70             $  705            3.20%              
SEI VP BALANCED STRATEGY FUND                                                                                             
      Unit Value 1.20% to 1.25%*                                                                                          
2014  Lowest contract charge 1.20% Class III         $10.29           --                 --              --         2.69% 
      Highest contract charge 1.25% Class III        $10.28           --                 --              --         2.59% 
      All contract charges                               --          221             $2,275            4.62%              
2013  Lowest contract charge 1.20% Class III (h)     $10.02           --                 --              --         0.40% 
      Highest contract charge 1.25% Class III (h)    $10.02           --                 --              --         0.40% 
      All contract charges                               --            3             $   23            0.00%              
SEI VP CONSERVATIVE STRATEGY FUND                                                                                         
      Unit Value 1.20% to 1.25%*                                                                                          
2014  Lowest contract charge 1.20% Class III         $10.18           --                 --              --         1.80% 
      Highest contract charge 1.25% Class III        $10.17           --                 --              --         1.70% 
      All contract charges                               --          501             $5,089            2.65%              
2013  Lowest contract charge 1.25% Class III (h)     $10.00           --                 --              --         0.00% 
      Highest contract charge 1.25% Class III (h)    $10.00           --                 --              --         0.00% 
      All contract charges                               --           32             $  324            0.00%              
SEI VP MARKET GROWTH STRATEGY FUND                                                                                        
      Unit Value 1.20% to 1.25%*                                                                                          
2014  Lowest contract charge 1.20% Class III         $10.33           --                 --              --         2.58% 
      Highest contract charge 1.25% Class III        $10.32           --                 --              --         2.48% 
      All contract charges                               --          475             $4,911            3.68%              
2013  Lowest contract charge 1.20% Class III (h)     $10.07           --                 --              --         0.80% 
      Highest contract charge 1.25% Class III (h)    $10.07           --                 --              --         0.80% 
      All contract charges                               --           45             $  450            0.00%              
SEI VP MARKET PLUS STRATEGY FUND                                                                                          
      Unit Value 1.20% to 1.25%*                                                                                          
2014  Lowest contract charge 1.20% Class III         $10.48           --                 --              --         3.05% 
      Highest contract charge 1.25% Class III        $10.47           --                 --              --         2.95% 
      All contract charges                               --           94             $  992            3.52%              
2013  Lowest contract charge 1.20% Class III (h)     $10.17           --                 --              --         1.60% 
      Highest contract charge 1.25% Class III (h)    $10.17           --                 --              --         1.60% 
      All contract charges                               --           30             $  309            0.00%              
SEI VP MODERATE STRATEGY FUND                                                                                             
      Unit Value 1.20% to 1.25%*                                                                                          
2014  Lowest contract charge 1.20% Class III         $10.38           --                 --              --         3.80% 
      Highest contract charge 1.25% Class III        $10.37           --                 --              --         3.70% 
      All contract charges                               --          407             $4,222            5.07%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                             YEARS ENDED DECEMBER 31,                        
                                                      ---------------------------------------------------------------------  
                                                                 UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                      UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                      ---------- ----------------- ----------------- -------------- ---------
                                                                                                                             
SEI VP MODERATE STRATEGY FUND (CONTINUED)                                                                                    
   2013  Lowest contract charge 1.20% Class III (h)     $10.00            --                 --             --         0.00% 
         Highest contract charge 1.25% Class III (h)    $10.00            --                 --             --         0.00% 
         All contract charges                               --            34            $   338           0.00%              
T. ROWE PRICE EQUITY INCOME PORTFOLIO-II                                                                                     
         Unit Value 1.20% to 1.25%*                                                                                          
   2014  Lowest contract charge 1.20% Class II          $10.89            --                 --             --         5.83% 
         Highest contract charge 1.25% Class II         $10.88            --                 --             --         5.73% 
         All contract charges                               --           164            $ 1,783           1.73%              
   2013  Lowest contract charge 1.20% Class II (h)      $10.29            --                 --             --         2.39% 
         Highest contract charge 1.25% Class II (h)     $10.29            --                 --             --         2.39% 
         All contract charges                               --            12            $   119           0.63%              
T. ROWE PRICE HEALTH SCIENCES PORTFOLIO-II                                                                                   
         Unit Value 0.30% to 1.70%*                                                                                          
   2014  Lowest contract charge 0.30% Class II          $13.78            --                 --             --        30.86% 
         Highest contract charge 1.70% Class II         $31.82            --                 --             --        28.98% 
         All contract charges                               --         2,628            $75,999           0.00%              
2013(t)  Lowest contract charge 0.65% Class II          $22.45            --                 --             --        49.57% 
         Highest contract charge 1.70% Class II         $24.67            --                 --             --        47.99% 
         All contract charges                               --         1,580            $39,244           0.00%              
2012(r)  Lowest contract charge 1.30% Class II (e)      $16.89            --                 --             --         8.69% 
         Highest contract charge 1.70% Class II (e)     $16.67            --                 --             --         8.32% 
         All contract charges                               --           244            $ 4,095           0.00%              
2012(s)  Lowest contract charge 0.65% Class II          $15.01            --                 --             --        30.18% 
         Highest contract charge 1.70% Class II         $16.67            --                 --             --        28.73% 
         All contract charges                               --           635            $10,683           0.00%              
2011(s)  Lowest contract charge 1.30% Class II          $13.06            --                 --             --         8.92% 
         Highest contract charge 1.70% Class II         $12.95            --                 --             --         8.55% 
         All contract charges                               --           420            $ 5,467             --               
2010(s)  Lowest contract charge 1.30% Class II          $11.99            --                 --             --        13.87% 
         Highest contract charge 1.70% Class II         $11.93            --                 --             --        13.30% 
         All contract charges                               --           153            $ 1,827             --               
TEMPLETON DEVELOPING MARKETS VIP FUND                                                                                        
         Unit Value 1.30% to 1.70%*                                                                                          
   2014  Lowest contract charge 1.30% Class 2           $ 9.80            --                 --             --        (9.59)%
         Highest contract charge 1.70% Class 2          $ 9.60            --                 --             --        (9.94)%
         All contract charges                               --           840            $ 8,173           1.50%              
2013(t)  Lowest contract charge 1.30% Class 2           $10.84            --                 --             --        (2.25)%
         Highest contract charge 1.70% Class 2          $10.66            --                 --             --        (2.65)%
         All contract charges                               --           787            $ 8,472           1.90%              
2012(r)  Lowest contract charge 1.30% Class 2 (e)       $11.09            --                 --             --         1.84% 
         Highest contract charge 1.70% Class 2 (e)      $10.95            --                 --             --         1.58% 
         All contract charges                               --            61            $   676           0.22%              
2012(s)  Lowest contract charge 1.30% Class 2           $11.09            --                 --             --        11.68% 
         Highest contract charge 1.70% Class 2          $10.95            --                 --             --        11.28% 
         All contract charges                               --           462            $ 5,098           1.40%              
2011(s)  Lowest contract charge 1.30% Class 2           $ 9.93            --                 --             --       (16.90)%
         Highest contract charge 1.70% Class 2          $ 9.84            --                 --             --       (17.31)%
         All contract charges                               --           478            $ 4,730           0.96%              
2010(s)  Lowest contract charge 1.30% Class 2           $11.95            --                 --             --        16.02% 
         Highest contract charge 1.70% Class 2          $11.90            --                 --             --        15.65% 
         All contract charges                               --           280            $ 3,345           1.35%              
TEMPLETON FOREIGN VIP FUND                                                                                                   
         Unit Value 1.30% to 1.70%*                                                                                          
   2014  Lowest contract charge 1.30% Class 2           $11.82            --                 --             --       (12.25)%
         Highest contract charge 1.70% Class 2          $11.57            --                 --             --       (12.68)%
         All contract charges                               --           822            $ 9,632           1.84%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                           YEARS ENDED DECEMBER 31,                        
                                                    ---------------------------------------------------------------------  
                                                               UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT     TOTAL  
                                                    UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO** RETURN***
                                                    ---------- ----------------- ----------------- -------------- ---------
                                                                                                                           
TEMPLETON FOREIGN VIP FUND (CONTINUED)                                                                                     
2013(t)  Lowest contract charge 1.30% Class 2         $13.47            --                 --             --        21.35% 
         Highest contract charge 1.70% Class 2        $13.25            --                 --             --        20.89% 
         All contract charges                             --           667           $  8,932           2.32%              
2012(r)  Lowest contract charge 1.30% Class 2 (e)     $11.10            --                 --             --         8.82% 
         Highest contract charge 1.70% Class 2 (e)    $10.96            --                 --             --         8.62% 
         All contract charges                             --            46           $    519           0.73%              
2012(s)  Lowest contract charge 0.65% Class 2         $10.31            --                 --             --        17.43% 
         Highest contract charge 1.70% Class 2        $10.96            --                 --             --        16.22% 
         All contract charges                             --           459           $  5,072           3.12%              
2011(s)  Lowest contract charge 0.65% Class 2 (b)     $ 8.78            --                 --             --       (14.26)%
         Highest contract charge 1.70% Class 2        $ 9.43            --                 --             --       (12.20)%
         All contract charges                             --           517           $  4,901           1.78%              
2010(s)  Lowest contract charge 1.30% Class 2         $10.79            --                 --             --         7.04% 
         Highest contract charge 1.70% Class 2        $10.74            --                 --             --         6.65% 
         All contract charges                             --           264           $  2,838           1.29%              
TEMPLETON GLOBAL BOND VIP FUND                                                                                             
         Unit Value 0.65% to 1.70%*                                                                                        
   2014  Lowest contract charge 0.65% Class 2         $11.40            --                 --             --         1.24% 
         Highest contract charge 1.70% Class 2        $12.46            --                 --             --         0.08% 
         All contract charges                             --        10,783           $133,761           4.98%              
2013(t)  Lowest contract charge 0.65% Class 2         $11.26            --                 --             --         0.90% 
         Highest contract charge 1.70% Class 2        $12.45            --                 --             --        (0.08)%
         All contract charges                             --         8,103           $101,747           4.76%              
2012(r)  Lowest contract charge 1.30% Class 2 (e)     $12.62            --                 --             --         7.13% 
         Highest contract charge 1.70% Class 2 (e)    $12.46            --                 --             --         6.86% 
         All contract charges                             --         1,127           $ 14,152           1.72%              
2012(s)  Lowest contract charge 0.65% Class 2         $11.16            --                 --             --        14.34% 
         Highest contract charge 1.70% Class 2        $12.46            --                 --             --        13.17% 
         All contract charges                             --         4,781           $ 60,036           6.61%              
2011(s)  Lowest contract charge 0.65% Class 2 (b)     $ 9.76            --                 --             --        (1.21)%
         Highest contract charge 1.70% Class 2        $11.01            --                 --             --        (2.57)%
         All contract charges                             --         3,946           $ 43,690           5.18%              
2010(s)  Lowest contract charge 1.30% Class 2         $11.35            --                 --             --        12.94% 
         Highest contract charge 1.70% Class 2        $11.30            --                 --             --        12.44% 
         All contract charges                             --         1,492           $ 16,914           0.97%              
TEMPLETON GROWTH VIP FUND                                                                                                  
         Unit Value 1.30% to 1.70%*                                                                                        
   2014  Lowest contract charge 1.30% Class 2         $13.99            --                 --             --        (4.11)%
         Highest contract charge 1.70% Class 2        $13.71            --                 --             --        (4.53)%
         All contract charges                             --           154           $  2,144           1.33%              
2013(t)  Lowest contract charge 1.30% Class 2         $14.59            --                 --             --        29.12% 
         Highest contract charge 1.70% Class 2        $14.36            --                 --             --        28.67% 
         All contract charges                             --           159           $  2,317           2.47%              
2012(r)  Lowest contract charge 1.30% Class 2 (e)     $11.30            --                 --             --        10.46% 
         Highest contract charge 1.70% Class 2 (e)    $11.18            --                 --             --        10.15% 
         All contract charges                             --            17           $    194           0.29%              
2012(s)  Lowest contract charge 1.30% Class 2         $11.30            --                 --             --        19.45% 
         Highest contract charge 1.70% Class 2        $11.16            --                 --             --        18.98% 
         All contract charges                             --           104           $  1,182           2.11%              
2011(s)  Lowest contract charge 1.30% Class 2         $ 9.46            --                 --             --        (8.16)%
         Highest contract charge 1.70% Class 2        $ 9.38            --                 --             --        (8.58)%
         All contract charges                             --            97           $    918           1.40%              
2010(s)  Lowest contract charge 1.30% Class 2 (a)     $10.30            --                 --             --         7.85% 
         Highest contract charge 1.70% Class 2 (a)    $10.26            --                 --             --         7.43% 
         All contract charges                             --            60           $    619           1.23%              

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Continued)                                             

                                                        [Enlarge/Download Table]

                                                                                  YEARS ENDED DECEMBER 31,              
                                                           -------------------------------------------------------------
                                                                      UNITS OUTSTANDING ACCUMULATION UNIT   INVESTMENT  
                                                           UNIT VALUE      (000'S)       VALUES (000'S)   INCOME RATIO**
                                                           ---------- ----------------- ----------------- --------------
                                                                                                                        
VAN ECK VIP GLOBAL HARD ASSETS FUND                                                                                     
         Unit Value 0.65% to 1.70%*                                                                                     
   2014  Lowest contract charge 0.65% Class S Shares         $ 8.24            --                 --             --     
         Highest contract charge 1.70% Class S Shares        $ 9.29            --                 --             --     
         All contract charges                                    --         3,170            $29,728           0.00%    
2013(t)  Lowest contract charge 0.65% Class S Shares         $10.29            --                 --             --     
         Highest contract charge 1.70% Class S Shares        $11.72            --                 --             --     
         All contract charges                                    --         2,760            $32,721           0.48%    
2012(r)  Lowest contract charge 1.30% Class S Shares (e)     $10.95            --                 --             --     
         Highest contract charge 1.70% Class S Shares (e)    $10.81            --                 --             --     
         All contract charges                                    --           581            $ 6,332           0.94%    
2012(s)  Lowest contract charge 0.65% Class S Shares         $ 9.39            --                 --             --     
         Highest contract charge 1.70% Class S Shares        $10.81            --                 --             --     
         All contract charges                                    --         1,801            $19,619           0.65%    
2011(s)  Lowest contract charge 0.65% Class S Shares (b)     $ 9.16            --                 --             --     
         Highest contract charge 1.70% Class S Shares        $10.66            --                 --             --     
         All contract charges                                    --         1,523            $16,330           0.65%    
2010(s)  Lowest contract charge 1.30% Class S Shares         $13.08            --                 --             --     
         Highest contract charge 1.70% Class S Shares        $13.02            --                 --             --     
         All contract charges                                    --           588            $ 7,685           0.01%    
VAN ECK VIP UNCONSTRAINED EMERGING MARKETS BOND FUND                                                                    
         Unit Value 1.20% to 1.25%*                                                                                     
   2014  Lowest contract charge 1.20% Initial Class          $ 9.84            --                 --             --     
         Highest contract charge 1.25% Initial Class         $ 9.84            --                 --             --     
         All contract charges                                    --            33            $   320           0.76%    
   2013  Lowest contract charge 1.20% Initial Class (h)      $ 9.74            --                 --             --     
         Highest contract charge 1.25% Initial Class (h)     $ 9.74            --                 --             --     
         All contract charges                                    --             2            $    23           0.00%    
                                                                [Download Table]


--------                                                   
  TOTAL                                                    
RETURN***                                                  
---------                                                  
                                                           

Unit Value 0.65% to 1.70%*                                 
Lowest contract charge 0.65% Class S Shares        (19.92)%
Highest contract charge 1.70% Class S Shares       (20.73)%
All contract charges                                       
Lowest contract charge 0.65% Class S Shares          9.58% 
Highest contract charge 1.70% Class S Shares         8.42% 
All contract charges                                       
Lowest contract charge 1.30% Class S Shares (e)     (2.75)%
Highest contract charge 1.70% Class S Shares (e)    (3.05)%
All contract charges                                       
Lowest contract charge 0.65% Class S Shares          2.51% 
Highest contract charge 1.70% Class S Shares         1.41% 
All contract charges                                       
Lowest contract charge 0.65% Class S Shares (b)    (18.58)%
Highest contract charge 1.70% Class S Shares       (18.13)%
All contract charges                                       
Lowest contract charge 1.30% Class S Shares         26.99% 
Highest contract charge 1.70% Class S Shares        26.41% 
All contract charges                                       

Unit Value 1.20% to 1.25%*                                 
Lowest contract charge 1.20% Initial Class           1.03% 
Highest contract charge 1.25% Initial Class          1.03% 
All contract charges                                       
Lowest contract charge 1.20% Initial Class (h)      (0.61)%
Highest contract charge 1.25% Initial Class (h)     (0.61)%
All contract charges                                       

----------                                                                
(a)Units were made available on January 25, 2010.                           
(b)Units were made available on January 18, 2011.                           
(c)Units were made available on February 22, 2011.                          
(d)Units were made available on October 10, 2011.                           
(e)Units were made available on April 30, 2012.                             
(f)Units were made available on February 19, 2013.                          
(g)Units were made available on May 20, 2013.                               
(h)Units were made available on November 18, 2013.                          
(i)Units were made available on November 18, 2013, but at December 31, 2013 
the fund had no accumulation ratios to report.                        
(j)Units were made available for sale on June 13, 2014.                     
(k)AXA Large Cap Value Managed Volatility replaced Multimanager Large Cap   
Value due to a fund merger on June 13, 2014.                          
(l)EQ/Invesco Comstock replaced EQ/Davis New York Venture due to a fund     
merger on June 13, 2014.                                              
(m)EQ/Invesco Comstock replaced EQ/Lord Abbett Large Cap Core due to a fund 
merger on June 13, 2014.                                              
(n)AXA International Core Managed Volatility replaced Multimanager          
International Equity due to a fund merger on June 13, 2014.           
 (o)AXA Large Cap Core Managed Volatility replaced Multimanager Large Cap Core
Equity due to a fund merger on June 20, 2014.                         
 (p)AXA Large Cap Growth Managed Volatility replaced EQ/Equity Growth PLUS due
to a fund merger on June 20, 2014.                                    
(q)Units were made available for sale on September 22, 2014.                
(r)The information shown as of and for the year ended December 31, 2012 is  
for units outstanding of Separate Account 70 prior to the transfer of 
   units from Accumulator 11 and Retirement Cornerstone Series from Separate
Account No. 49 into Separate Account No. 70 on January 1, 2013.       
(s)The information shown as of and for the year ended December 31, 2012 and 
  earlier is for units outstanding of Separate Account No. 49 prior to the
  transfer of Accumulator 11 and Retirement Cornerstone Series to Separate
Account No. 70 on January 1, 2013.                                    
(t)The total return ratios for the lowest and highest contract charges      
represent the ratio of the corresponding unit value for the lowest or 
highest expense charge in Separate Account No. 70 at December 31,2013 
compared to the corresponding unit value for that expense charge on   
December 31, 2012 whether the charges and unit values were reported in
  Separate Account No. 49 or Separate Account No. 70 on December 31, 2012.
*  This ratio represents the annual contract expenses consisting of         
    mortality, expense risk, financial accounting and other expenses, for each
  period indicated. This ratio includes only those expenses that result in
direct reduction to unit value. Charges made directly to Contractowner
account through the redemption of units and expenses of the respective
   Portfolio have been excluded. The summary may not reflect the minimum and
   maximum contract charges offered by the Company as Contractowners may not
have selected all available and applicable contract options.          

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AXA EQUITABLE LIFE INSURANCE COMPANY                                            
SEPARATE ACCOUNT NO. 70                                                         

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)                                       

DECEMBER 31, 2014                                                               

8. Financial Highlights (Concluded)                                             

** This ratio represents the amount of dividend income, excluding           
    distributions from net realized gains, received by the Variable Investment
  Option from the Portfolio, divided by the average daily net assets. This
    ratio excludes those expenses, such as asset-based charges, that result in
    direct reductions in the unit value. The recognition of dividend income by
the Variable Investment Option is affected by the timing of the       
    declaration of dividends by the Portfolio in which the Variable Investment
Options invests.                                                      
***This ratio represents the total return for the periods indicated,        
including changes in the value of the Portfolio, and expenses assessed
through the reduction of unit value. This ratio does not include any  
expenses, such as premium and withdrawal charges, as applicable, or   
   expenses assessed through the redemption of units. The total return would
have been lower had such expenses been included in the calculation.   
 Variable Investment Options with a date notation indicate the effective
    date of the Variable Investment Option. The total return is calculated for
each period indicated from the effective date through the end of the  
  reporting period. For those Variable Investment Options with less than a
    year of operations, the total return is not annualized but calculated from
the effective date through the end of the reporting period.           

9. Subsequent Events                                                            

All material subsequent transactions and events have been evaluated for the     
period from December 31, 2014 through the date on which the financial           
statements were issued. It has been determined that there are no transactions   
or events that require adjustment or disclosure in the financial statements.    

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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES  

AXA EQUITABLE LIFE INSURANCE COMPANY  

                                                        [Enlarge/Download Table]
                                                                                                          
Report of Independent Registered Public Accounting Firm............................................... F-1

Consolidated Financial Statements:                                                                        
 Consolidated Balance Sheets, December 31, 2014 and 2013.............................................. F-2
 Consolidated Statements of Earnings (Loss), Years Ended December 31, 2014, 2013 and 2012............. F-3
 Consolidated Statements of Comprehensive Income (Loss), Years Ended December 31, 2014, 2013 and 2012. F-4
 Consolidated Statements of Equity, Years Ended December 31, 2014, 2013 and 2012...................... F-5
 Consolidated Statements of Cash Flows, Years Ended December 31, 2014, 2013 and 2012.................. F-6
 Notes to Consolidated Financial Statements........................................................... F-8

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

To the Board of Directors and Shareholder of                                    
AXA Equitable Life Insurance Company:                                           

In our opinion, the accompanying consolidated balance sheets and the related    
consolidated statements of earnings (loss), of comprehensive income (loss), of  
equity and of cash flows present fairly, in all material respects, the          
financial position of AXA Equitable Life Insurance Company and its subsidiaries 
(the "Company") at December 31, 2014 and December 2013, and the results of      
their operations and their cash flows for each of the three years in the period 
ended December 31, 2014 in conformity with accounting principles generally      
accepted in the United States of America. These financial statements are the    
responsibility of the Company'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 the standards of the Public       
Company Accounting Oversight Board (United States). Those standards 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 our opinion.                                                                

/s/ PricewaterhouseCoopers LLP                                                  
New York, New York                                                              

March 10, 2015                                                                  

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AXA EQUITABLE LIFE INSURANCE COMPANY  
CONSOLIDATED BALANCE SHEETS 
DECEMBER 31, 2014 AND 2013  

                                                        [Enlarge/Download Table]

                                                                                        2014       2013    
                                                                                     ---------- ---------- 
                                                                                         (IN MILLIONS)     
                                                                                                           
ASSETS                                                                                                     
Investments:                                                                                               
 Fixed maturities available for sale, at fair value................................. $   33,034 $   29,419 
 Mortgage loans on real estate......................................................      6,463      5,684 
 Policy loans.......................................................................      3,408      3,434 
 Other equity investments...........................................................      1,757      1,866 
 Trading securities.................................................................      5,143      4,221 
 Other invested assets..............................................................      1,978      1,353 
                                                                                     ---------- ---------- 
   Total investments................................................................     51,783     45,977 
Cash and cash equivalents...........................................................      2,716      2,283 
Cash and securities segregated, at fair value.......................................        476        981 
Broker-dealer related receivables...................................................      1,899      1,539 
Deferred policy acquisition costs...................................................      4,271      3,874 
Goodwill and other intangible assets, net...........................................      3,762      3,703 
Amounts due from reinsurers.........................................................      4,051      3,934 
Loans to affiliates.................................................................      1,087      1,088 
Guaranteed minimum income benefit reinsurance asset, at fair value..................     10,711      6,747 
Other assets........................................................................      4,190      4,418 
Separate Accounts' assets...........................................................    111,059    108,857 
                                                                                     ---------- ---------- 

TOTAL ASSETS........................................................................ $  196,005 $  183,401 
                                                                                     ========== ========== 

LIABILITIES                                                                                                
Policyholders' account balances..................................................... $   31,848 $   30,340 
Future policy benefits and other policyholders liabilities..........................     23,484     21,697 
Broker-dealer related payables......................................................      1,501        538 
Customers related payables..........................................................      1,501      1,698 
Amounts due to reinsurers...........................................................         74         71 
Short-term and long-term debt.......................................................        689        468 
Loans from affiliates...............................................................         --        825 
Current and deferred income taxes...................................................      4,785      2,813 
Other liabilities...................................................................      2,939      2,653 
Separate Accounts' liabilities......................................................    111,059    108,857 
                                                                                     ---------- ---------- 
   Total liabilities................................................................    177,880    169,960 
                                                                                     ---------- ---------- 
Redeemable Noncontrolling Interest.................................................. $       17 $       -- 
                                                                                     ---------- ---------- 

Commitments and contingent liabilities (Notes 2, 7, 10, 11, 12, 13, 16 and 17)                             

EQUITY                                                                                                     
AXA Equitable's equity:                                                                                    
 Common stock, $1.25 par value, 2 million shares authorized, issued and outstanding. $        2 $        2 
 Capital in excess of par value.....................................................      5,957      5,934 
 Retained earnings..................................................................      8,809      5,205 
 Accumulated other comprehensive income (loss)......................................        351       (603)
                                                                                     ---------- ---------- 
   Total AXA Equitable's equity.....................................................     15,119     10,538 
                                                                                     ---------- ---------- 
Noncontrolling interest.............................................................      2,989      2,903 
                                                                                     ---------- ---------- 
   Total equity.....................................................................     18,108     13,441 
                                                                                     ---------- ---------- 

TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY.................... $  196,005 $  183,401 
                                                                                     ========== ========== 

See Notes to Consolidated Financial Statements. 

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AXA EQUITABLE LIFE INSURANCE COMPANY  
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)  
YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012  

                                                        [Enlarge/Download Table]

                                                                           2014      2013      2012   
                                                                         --------  --------  -------- 
                                                                                 (IN MILLIONS)        
                                                                                                      
REVENUES                                                                                              
Universal life and investment-type product policy fee income............ $  3,475  $  3,546  $  3,334 
Premiums................................................................      514       496       514 
Net investment income (loss):                                                                         
 Investment income (loss) from derivative instruments...................    1,605    (2,866)     (978)
 Other investment income (loss).........................................    2,210     2,237     2,316 
                                                                         --------  --------  -------- 
   Total net investment income (loss)...................................    3,815      (629)    1,338 
                                                                         --------  --------  -------- 
Investment gains (losses), net:                                                                       
 Total other-than-temporary impairment losses...........................      (72)      (81)      (96)
 Portion of loss recognized in other comprehensive income (loss)........       --        15         2 
                                                                         --------  --------  -------- 
   Net impairment losses recognized.....................................      (72)      (66)      (94)
 Other investment gains (losses), net...................................       14       (33)       (3)
                                                                         --------  --------  -------- 
     Total investment gains (losses), net...............................      (58)      (99)      (97)
                                                                         --------  --------  -------- 
Commissions, fees and other income......................................    3,930     3,823     3,574 
Increase (decrease) in the fair value of the reinsurance contract asset.    3,964    (4,297)      497 
                                                                         --------  --------  -------- 
     Total revenues.....................................................   15,640     2,840     9,160 
                                                                         --------  --------  -------- 

BENEFITS AND OTHER DEDUCTIONS                                                                         
Policyholders' benefits.................................................    3,708     1,691     2,989 
Interest credited to policyholders' account balances....................    1,186     1,373     1,166 
Compensation and benefits...............................................    1,739     1,743     1,672 
Commissions.............................................................    1,147     1,160     1,248 
Distribution related payments...........................................      413       423       367 
Amortization of deferred sales commissions..............................       42        41        40 
Interest expense........................................................       53        88       108 
Amortization of deferred policy acquisition costs.......................      215       580       576 
Capitalization of deferred policy acquisition costs.....................     (628)     (655)     (718)
Rent expense............................................................      163       169       201 
Amortization of other intangible assets.................................       27        24        24 
Other operating costs and expenses......................................    1,460     1,512     1,429 
                                                                         --------  --------  -------- 
     Total benefits and other deductions................................    9,525     8,149     9,102 
                                                                         --------  --------  -------- 
Earnings (loss) from operations, before income taxes.................... $  6,115  $ (5,309) $     58 
Income tax (expense) benefit............................................   (1,695)    2,073       158 
                                                                         --------  --------  -------- 

Net earnings (loss).....................................................    4,420    (3,236)      216 
 Less: net (earnings) loss attributable to the noncontrolling interest..     (387)     (337)     (121)
                                                                         --------  --------  -------- 

Net Earnings (Loss) Attributable to AXA Equitable....................... $  4,033  $ (3,573) $     95 
                                                                         ========  ========  ======== 

See Notes to Consolidated Financial Statements. 

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AXA EQUITABLE LIFE INSURANCE COMPANY  
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)  
YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012  

                                                        [Enlarge/Download Table]

                                                                                  2014       2013     2012  
                                                                                --------  ---------  ------ 
                                                                                       (IN MILLIONS)        
                                                                                                            
COMPREHENSIVE INCOME (LOSS)                                                                                 
 Net earnings (loss)........................................................... $  4,420  $  (3,236) $  216 
                                                                                --------  ---------  ------ 

   Other comprehensive income (loss) net of income taxes:                                                   
     Change in unrealized gains (losses), net of reclassification adjustment...      948     (1,211)    580 
     Change in defined benefit plans...........................................      (23)       299      26 
                                                                                --------  ---------  ------ 
          Total other comprehensive income (loss), net of income taxes.........      925       (912)    606 
                                                                                --------  ---------  ------ 

Comprehensive income (loss)....................................................    5,345     (4,148)    822 

 Less: Comprehensive (income) loss attributable to noncontrolling interest.....     (358)      (345)   (113)
                                                                                --------  ---------  ------ 

Comprehensive Income (Loss) Attributable to AXA Equitable...................... $  4,987  $  (4,493) $  709 
                                                                                ========  =========  ====== 

See Notes to Consolidated Financial Statements. 

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AXA EQUITABLE LIFE INSURANCE COMPANY  
CONSOLIDATED STATEMENTS OF EQUITY 
YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012  

                                                        [Enlarge/Download Table]

                                                                               2014       2013       2012   
                                                                            ---------  ---------  --------- 
                                                                                     (IN MILLIONS)          
                                                                                                            
EQUITY                                                                                                      
AXA Equitable's Equity:                                                                                     
 Common stock, at par value, beginning and end of year..................... $       2  $       2  $       2 
                                                                            ---------  ---------  --------- 

 Capital in excess of par value, beginning of year.........................     5,934      5,992      5,743 
 Deferred tax on dividend of AllianceBernstein Units.......................       (26)        --         -- 
 Changes in capital in excess of par value.................................        49        (58)       249 
                                                                            ---------  ---------  --------- 
 Capital in excess of par value, end of year...............................     5,957      5,934      5,992 
                                                                            ---------  ---------  --------- 

 Retained earnings, beginning of year......................................     5,205      9,125      9,392 
 Net earnings (loss).......................................................     4,033     (3,573)        95 
 Stockholder dividends.....................................................      (429)      (347)      (362)
                                                                            ---------  ---------  --------- 
 Retained earnings, end of year............................................     8,809      5,205      9,125 
                                                                            ---------  ---------  --------- 

 Accumulated other comprehensive income (loss), beginning of year..........      (603)       317       (297)
 Other comprehensive income (loss).........................................       954       (920)       614 
                                                                            ---------  ---------  --------- 
 Accumulated other comprehensive income (loss), end of year................       351       (603)       317 
                                                                            ---------  ---------  --------- 

   TOTAL AXA EQUITABLE'S EQUITY, END OF YEAR...............................    15,119     10,538     15,436 
                                                                            ---------  ---------  --------- 
 Noncontrolling interest, beginning of year................................     2,903      2,494      2,703 
 Repurchase of AllianceBernstein Holding units.............................       (62)       (76)      (145)
 Net earnings (loss) attributable to noncontrolling interest...............       387        337        121 
 Dividends paid to noncontrolling interest.................................      (401)      (306)      (219)
 Dividend of AllianceBernstein Units by AXA Equitable to AXA Financial.....        48        113         -- 
 Other comprehensive income (loss) attributable to noncontrolling interest.       (29)         8         (8)
 Other changes in noncontrolling interest..................................       143        333         42 
                                                                            ---------  ---------  --------- 

     Noncontrolling interest, end of year..................................     2,989      2,903      2,494 
                                                                            ---------  ---------  --------- 

TOTAL EQUITY, END OF YEAR.................................................. $  18,108  $  13,441  $  17,930 
                                                                            =========  =========  ========= 

See Notes to Consolidated Financial Statements. 

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AXA EQUITABLE LIFE INSURANCE COMPANY  
CONSOLIDATED STATEMENTS OF CASH FLOWS 
YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012  

                                                        [Enlarge/Download Table]

                                                                                               2014        2013       2012   
                                                                                            ----------- ---------- ----------

                                                                                                      (IN MILLIONS)          
                                                                                                                             
Net earnings (loss)........................................................................ $     4,420 $  (3,236) $      216
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:                                   
 Interest credited to policyholders' account balances......................................       1,186      1,373      1,166
 Universal life and investment-type product policy fee income..............................     (3,475)    (3,546)    (3,334)
 Net change in broker-dealer and customer related receivables/payables.....................       (525)      (740)        383
 (Income) loss related to derivative instruments...........................................     (1,605)      2,866        978
 Change in reinsurance recoverable with affiliate..........................................       (128)      (176)      (207)
 Investment (gains) losses, net............................................................          58         99         97
 Change in segregated cash and securities, net.............................................         505        571      (272)
 Change in deferred policy acquisition costs...............................................       (413)       (74)      (142)
 Change in future policy benefits..........................................................       1,647      (384)        876
 Change in current and deferred income taxes...............................................       1,448    (1,754)      (254)
 Real estate related write-off charges.....................................................          25         56         42
 Change in accounts payable and accrued expenses...........................................       (259)         33         18
 Change in the fair value of the reinsurance contract asset................................     (3,964)      4,297      (497)
 Contribution to pension plans.............................................................         (6)         --         --
 Amortization of deferred compensation.....................................................         171        159         22
 Amortization of deferred sales commission.................................................          42         41         40
 Amortization of reinsurance cost..........................................................         280        280         47
 Other depreciation and amortization.......................................................          44        122        157
 Amortization of other intangibles.........................................................          27         24         24
 Other, net................................................................................        (95)        150      (145)
                                                                                            ----------- ---------- ----------

Net cash provided by (used in) operating activities........................................       (617)        161      (785)
                                                                                            ----------- ---------- ----------

Cash flows from investing activities:                                                                                        
 Maturities and repayments of fixed maturities and mortgage loans on real estate...........       2,975      3,691      3,551
 Sales of investments......................................................................       7,186      3,442      1,951
 Purchases of investments..................................................................    (13,775)    (7,956)    (7,893)
 Cash settlements related to derivative instruments........................................         999    (2,500)      (287)
 Purchase of business, net of cash acquired................................................        (61)         --         --
 Change in short-term investments..........................................................         (5)         --         34
 Decrease in loans to affiliates...........................................................          --          5          4
 Additional loans to affiliates............................................................          --       (56)         --
 Investment in capitalized software, leasehold improvements and EDP equipment..............        (83)       (67)       (66)
 Other, net................................................................................         (9)         12         14
                                                                                            ----------- ---------- ----------

Net cash provided by (used in) investing activities........................................     (2,773)    (3,429)    (2,692)
                                                                                            ----------- ---------- ----------

See Notes to Consolidated Financial Statements. 

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AXA EQUITABLE LIFE INSURANCE COMPANY  
CONSOLIDATED STATEMENTS OF CASH FLOWS 
YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012  
(CONTINUED) 

                                                        [Enlarge/Download Table]

                                                                                      2014      2013      2012   
                                                                                    --------  --------  -------- 
                                                                                            (IN MILLIONS)        
                                                                                                                 

Cash flows from financing activities:                                                                            
 Policyholders' account balances:                                                                                
   Deposits........................................................................ $  5,034  $  5,469  $  5,437 
   Withdrawals and transfers to Separate Accounts..................................   (1,075)   (1,188)     (982)
Change in short-term financings....................................................      221       (55)     (122)
Change in collateralized pledged liabilities.......................................      430      (663)     (288)
Change in collateralized pledged assets............................................      (12)      (18)       (5)
Repayment of Loans from Affiliates.................................................     (825)     (500)       -- 
Capital contribution...............................................................       --        --       195 
Shareholder dividends paid.........................................................     (382)     (234)     (362)
Repurchase of AllianceBernstein Holding units......................................      (90)     (113)     (238)
Distribution to noncontrolling interest in consolidated subsidiaries...............     (401)     (306)     (219)
Increase (decrease) in Securities sold under agreement to repurchase...............      950        --        -- 
Other, net.........................................................................       (7)       --        (9)
                                                                                    --------  --------  -------- 

Net cash provided by (used in) financing activities................................    3,843     2,392     3,407 
                                                                                    --------  --------  -------- 

Effect of exchange rate changes on cash and cash equivalents.......................      (20)       (3)        5 
Change in cash and cash equivalents................................................      433      (879)      (65)
Cash and cash equivalents, beginning of year.......................................    2,283     3,162     3,227 
                                                                                    --------  --------  -------- 

Cash and Cash Equivalents, End of Year............................................. $  2,716  $  2,283  $  3,162 
                                                                                    ========  ========  ======== 

Supplemental cash flow information:                                                                              
 Interest Paid..................................................................... $     72  $     91  $    107 
                                                                                    ========  ========  ======== 
 Income Taxes (Refunded) Paid...................................................... $    272  $   (214) $    271 
                                                                                    ========  ========  ======== 
 Issuance of FHLBNY funding agreements included in policyholder's account balances. $    500  $     --  $     -- 
                                                                                    ========  ========  ======== 

See Notes to Consolidated Financial Statements. 

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AXA EQUITABLE LIFE INSURANCE COMPANY  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  

1) ORGANIZATION                                                                 

  AXA Equitable Life Insurance Company ("AXA Equitable," and collectively with
its consolidated subsidiaries the "Company") is an indirect, wholly owned 
subsidiary of AXA Financial, Inc. ("AXA Financial," and collectively with 
its consolidated subsidiaries, "AXA Financial Group"). AXA Financial is an
indirect wholly owned subsidiary of AXA, a French holding company for an  
international group of insurance and related financial services companies.

 The Company conducts operations in two business segments: the Insurance and
Investment Management segments. 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.                 

Insurance                                                                 

The Insurance segment offers a variety of traditional, variable and       
interest-sensitive life insurance products, variable and fixed-interest   
annuity products, investment products including mutual funds, asset       
management and other services, principally to individuals and small and   
  medium size businesses and professional and trade associations. This segment
also includes Separate Accounts for individual insurance and annuity      
products.                                                                 

 The Company's insurance business is conducted principally by AXA Equitable.

Investment Management                                                     

  The Investment Management segment is principally comprised of the investment
management business of AllianceBernstein L.P., a Delaware limited         
partnership (together with its consolidated subsidiaries                  
"AllianceBernstein"). AllianceBernstein provides research, diversified    
investment management and related services globally to a broad range of   
clients. This segment also includes institutional Separate Accounts       
principally managed by AllianceBernstein that provide various investment  
options for large group pension clients, primarily defined benefit and    
contribution plans, through pooled or single group accounts.              

AllianceBernstein is a private partnership for Federal income tax purposes
and, accordingly, is not subject to Federal and state corporate income    
taxes. However, AllianceBernstein is subject to a 4.0% New York City      
unincorporated business tax ("UBT"). Domestic corporate subsidiaries of   
AllianceBernstein are subject to Federal, state and local income taxes.   
  Foreign corporate subsidiaries are generally subject to taxes in the foreign
  jurisdictions where they are located. The Company provides Federal and state
income taxes on the undistributed earnings of non-U.S. corporate          
subsidiaries except to the extent that such earnings are permanently      
invested outside the United States.                                       

At December 31, 2014 and 2013, the Company's economic interest in         
AllianceBernstein was 32.2% and 32.7%, respectively. At December 31, 2014 
and 2013, respectively, AXA and its subsidiaries' economic interest in    
AllianceBernstein (including AXA Financial Group) was approximately 62.7% 
  and 63.7%. AXA Equitable as the parent of AllianceBernstein Corporation, the
  general partner ("General Partner") of the limited partnership, consolidates
AllianceBernstein in the Company's consolidated financial statements.     

2) SIGNIFICANT ACCOUNTING POLICIES                                              

Basis of Presentation and Principles of Consolidation                     

The preparation of the accompanying consolidated financial statements in  
conformity with accounting principles generally accepted in the United    
States of America ("U.S. GAAP") requires management to make estimates and 
 assumptions (including normal, recurring accruals) that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets 
  and liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting periods.   
Actual results could differ from these estimates. The accompanying        
consolidated financial statements reflect all adjustments necessary in the
 opinion of management for a fair presentation of the consolidated financial
 position of the Company and its consolidated results of operations and cash
flows for the periods presented.                                          

The accompanying consolidated financial statements include the accounts of
AXA Equitable and its subsidiaries engaged in insurance related businesses
(collectively, the "Insurance Group"); other subsidiaries, principally    
AllianceBernstein; and those investment companies, partnerships and joint 
ventures in which AXA Equitable or its subsidiaries has control and a     
majority economic interest as well as those variable interest entities    
("VIEs") that meet the requirements for consolidation.                    

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 All significant intercompany transactions and balances have been eliminated
in consolidation. The years "2014", "2013" and "2012" refer to the years  
ended December 31, 2014, 2013 and 2012, respectively. Certain             
 reclassifications have been made in the amounts presented for prior periods
to conform those periods to the current presentation.                     

Accounting for Variable Annuities with GMDB and GMIB Features             

Future claims exposure on products with guaranteed minimum death benefit  
("GMDB") and guaranteed minimum income benefit ("GMIB") features are      
  sensitive to movements in the equity markets and interest rates. The Company
has in place various hedging programs utilizing derivatives that are      
 designed to mitigate the impact of movements in equity markets and interest
rates. These various hedging programs do not qualify for hedge accounting 
treatment. As a result, changes in the value of the derivatives will be   
recognized in the period in which they occur while offsetting changes in  
reserves and deferred policy acquisition costs ("DAC") will be recognized 
 over time in accordance with policies described below under "Policyholders'
  Account Balances and Future Policy Benefits" and "DAC". These differences in
recognition contribute to earnings volatility.                            

  GMIB reinsurance contracts are used to cede to affiliated and non-affiliated
  reinsurers a portion of the exposure on variable annuity products that offer
the GMIB feature. The GMIB reinsurance contracts are accounted for as     
derivatives and are reported at fair value. Gross reserves for GMIB are   
calculated on the basis of assumptions related to projected benefits and  
 related contract charges over the lives of the contracts and therefore will
not immediately reflect the offsetting impact on future claims exposure   
resulting from the same capital market and/or interest rate fluctuations  
that cause gains or losses on the fair value of the GMIB reinsurance      
contracts. The changes in the fair value of the GMIB reinsurance contracts
are recorded in the period in which they occur while offsetting changes in
 gross reserves and DAC for GMIB are recognized over time in accordance with
policies described below under "Policyholders' Account Balances and Future
Policy Benefits" and "DAC". These differences in recognition contribute to
earnings volatility.                                                      

Accounting and Consolidation of VIE's                                     

 At December 31, 2013, the Insurance Group's General Account held $3 million
of investment assets issued by VIEs and determined to be significant      
variable interests under Financial Accounting Standards Board ("FASB")    
guidance Consolidation of Variable Interest Entities - Revised. The       
investment in this VIE was sold in 2014. At December 31, 2013, as reported
in the consolidated balance sheet, this investment included $3 million of 
other equity investments (principally investment limited partnership      
interests) and was subject to ongoing review for impairment in value. This
VIE did not require consolidation because management determined that the  
Insurance Group is not the primary beneficiary. The Insurance Group had no
further economic interest in this VIE in the form of related guarantees,  
commitments, derivatives, credit enhancements or similar instruments and  
obligations.                                                              

 For all new investment products and entities developed by AllianceBernstein
  (other than Collaterized Debt Obligations ("CDOs")), AllianceBernstein first
determines whether the entity is a VIE, which involves determining an     
 entity's variability and variable interests, identifying the holders of the
equity investment at risk and assessing the five characteristics of a VIE.
Once an entity has been determined to be a VIE, AllianceBernstein then    
identifies the primary beneficiary of the VIE. If AllianceBernstein is    
 deemed to be the primary beneficiary of the VIE, then AllianceBernstein and
the Company consolidate the entity.                                       

AllianceBernstein provides seed capital to its investment teams to develop
new products and services for their clients. AllianceBernstein's original 
seed investment typically represents all or a majority of the equity      
investment in the new product is temporary in nature. AllianceBernstein   
evaluates its seed investments on a quarterly basis and consolidates such 
investments as required pursuant to U.S. GAAP.                            

 Management of AllianceBernstein reviews quarterly its investment management
agreements and its investments in, and other financial arrangements with, 
certain entities that hold client assets under management ("AUM") to      
determine the entities that AllianceBernstein is required to consolidate  
under this guidance. These entities include certain mutual fund products, 
  hedge funds, structured products, group trusts, collective investment trusts
and limited partnerships.                                                 

AllianceBernstein earned investment management fees on client AUM of these
entities but derived no other benefit from those assets and cannot utilize
those assets in its operations.                                           

At December 31, 2014, AllianceBernstein had significant variable interests
 in certain other structured products and hedge funds with approximately $31
million in client AUM. However, these VIEs do not require consolidation   
 because management has determined that AllianceBernstein is not the primary
beneficiary of the expected losses or expected residual returns of these  
 entities. AllianceBernstein's maximum exposure to loss in these entities is
limited to its investments of $200,000 in and prospective investment      
management fees earned from these entities.                               

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Adoption of New Accounting Pronouncements                                 

In July 2013, the FASB issued new guidance on the presentation of an      
unrecognized tax benefit when a net operating loss carryforward, a similar
tax loss, or a tax credit carryforward exists. This guidance was effective
for interim and annual periods beginning after December 15, 2013.         
Implementation of this guidance did not have a material impact on the     
Company's consolidated financial statements.                              

In February 2013, the FASB issued new guidance to improve the reporting of
reclassifications out of accumulated other comprehensive income ("AOCI"). 
The guidance requires disclosure of reclassification information either in
the notes or the face of the financial statements provided the information
is presented in one location. This guidance was effective for interim and 
annual periods beginning after December 31, 2012. Implementation of this  
guidance did not have a material impact on the Company's consolidated     
 financial statements. These new disclosures have been included in the Notes
to the Company's consolidated financial statements, as appropriate.       

In July 2012, the FASB issued new guidance on testing indefinite-lived    
  intangible assets for impairment. The guidance was effective for interim and
annual indefinite-lived intangible assets impairment tests performed for  
fiscal years beginning after September 15, 2012. Implementation of this   
guidance did not have a material impact on the Company's consolidated     
financial statements.                                                     

Future Adoption of New Accounting Pronouncements                          

In February 2015, the FASB issued a new consolidation standard that makes 
targeted amendments to the VIE assessment, including guidance specific to 
 limited partnerships and similar entities, and ends the deferral granted to
investment companies for applying the VIE guidance. The new standard is   
 effective for annual periods, beginning after December 15, 2015, but may be
 early-adopted in any interim period. Management currently is evaluating the
impacts this guidance may have on the Company's consolidated financial    
statements.                                                               

In August 2014, the FASB issued new guidance which requires management to 
evaluate whether there is "substantial doubt" about the reporting entity's
ability to continue as a going concern and provide related footnote       
disclosures about those uncertainties, if they exist. The new guidance is 
effective for annual periods, ending after December 15, 2016 and interim  
periods thereafter. Management does not expect implementation of this     
  guidance will have a material impact on the Company's consolidated financial
statements.                                                               

In June 2014, the FASB issued new guidance for accounting for share-based 
 payments when the terms of an award provide that a performance target could
be achieved after the requisite service period. The new guidance is       
 effective for interim and annual periods beginning after December 15, 2015.
Management does not expect implementation of this guidance will have a    
material impact on the Company's consolidated financial statements.       

In June 2014, the FASB issued new guidance for repurchase-to-maturity     
  transactions, repurchase financings and added disclosure requirements, which
  aligns the accounting for repurchase-to-maturity transactions and repurchase
financing arrangements with the accounting for other typical repurchase   
agreements. The new guidance also requires additional disclosures about   
repurchase agreements and similar transactions. The accounting changes and
disclosure requirements are effective for interim or annual periods       
  beginning after December 15, 2014. Management does not expect implementation
of this guidance will have a material impact on the Company's consolidated
financial statements.                                                     

In May 2014, the FASB issued new revenue recognition guidance that is     
intended to improve and converge the financial reporting requirements for 
  revenue from contracts with customers with International Financial Reporting
  Standards ("IFRS"). The new guidance applies to contracts that deliver goods
or services to a customer, except when those contracts are for: insurance,
leases, rights and obligations that are in the scope of certain financial 
instruments (i.e., derivative contracts) and guarantees other than product
 or service warranties. The new guidance is effective for interim and annual
periods, beginning after December 15, 2016. Management is currently       
evaluating the impact that adoption of this guidance will have on the     
Company's consolidated financial statements.                              

The FASB issued new guidance that allows investors to elect to use the    
proportional amortization method to account for investments in qualified  
affordable housing projects if certain conditions are met. Under this     
  method, which replaces the effective yield method, an investor amortizes the
cost of its investment, in proportion to the tax credits and other tax    
benefits it receives, to income tax expense. The guidance also introduces 
 disclosure requirements for all investments in qualified affordable housing
projects, regardless of the accounting method used for those investments. 
The guidance is effective for annual periods beginning after December 15, 
  2014. Management does not expect implementation of this guidance will have a
material impact on the Company's consolidated financial statements.       

Closed Block                                                              

  As a result of demutualization, the Closed Block was established in 1992 for
 the benefit of certain individual participating policies that were in force
on that date. Assets, liabilities and earnings of the Closed Block are    
specifically identified to support its participating policyholders.       

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Assets allocated to the Closed Block inure solely to the benefit of the   
Closed Block policyholders and will not revert to the benefit of AXA      
 Equitable. No reallocation, transfer, borrowing or lending of assets can be
 made between the Closed Block and other portions of AXA Equitable's General
Account, any of its Separate Accounts or any affiliate of AXA Equitable   
 without the approval of the Superintendent of The New York State Department
of Financial Services, (the "NYSDFS"). 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 (adjusted to
exclude the impact of related amounts in AOCI) represents the expected    
maximum future post-tax earnings from the Closed Block that would be      
  recognized in income from continuing operations over the period the policies
and contracts in the Closed Block remain in force. As of January 1, 2001, 
  the Company has developed an actuarial calculation of the expected timing of
the Closed Block's earnings.                                              

  If the actual cumulative earnings from the Closed Block are greater than the
 expected cumulative earnings, only the expected earnings will be recognized
in net income. Actual cumulative earnings in excess of expected cumulative
earnings at any point in time are recorded as a policyholder dividend     
obligation because they will ultimately be paid to Closed Block           
  policyholders as an additional policyholder dividend unless offset by future
performance that is less favorable than originally expected. If a         
policyholder dividend obligation has been previously established and the  
actual Closed Block earnings in a subsequent period are less than the     
expected earnings for that period, the policyholder dividend obligation   
 would be reduced (but not below zero). If, over the period the policies and
contracts in the Closed Block remain in force, the actual cumulative      
  earnings of the Closed Block are less than the expected cumulative earnings,
only actual earnings would be recognized in income from continuing        
operations. If the Closed Block has insufficient funds to make guaranteed 
 policy benefit payments, such payments will be made from assets outside the
Closed Block.                                                             

 Many expenses related to Closed Block operations, including amortization of
  DAC, are charged to operations outside of the Closed Block; accordingly, net
revenues of the Closed Block do 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.                                                             

Investments                                                               

The carrying values of fixed maturities classified as available-for-sale  
("AFS") are reported at fair value. Changes in fair value are reported in 
OCI. The amortized cost of fixed maturities is adjusted for impairments in
value deemed to be other than temporary which are recognized in Investment
gains (losses), net. The redeemable preferred stock investments that are  
  reported in fixed maturities include real estate investment trusts ("REIT"),
 perpetual preferred stock, and redeemable preferred stock. These securities
  may not have a stated maturity, may not be cumulative and do not provide for
mandatory redemption by the issuer.                                       

The Company determines the fair values of fixed maturities and equity     
securities based upon quoted prices in active markets, when available, or 
  through the use of alternative approaches when market quotes are not readily
accessible or available. These alternative approaches include matrix or   
model pricing and use of independent pricing services, each supported by  
 reference to principal market trades or other observable market assumptions
for similar securities. More specifically, the matrix pricing approach to 
fair value is a discounted cash flow methodology that incorporates market 
interest rates commensurate with the credit quality and duration of the   
investment.                                                               

The Company's management, with the assistance of its investment advisors, 
monitors the investment performance of its portfolio and reviews AFS      
securities with unrealized losses for other-than-temporary impairments    
("OTTI"). Integral to this review is an assessment made each quarter, on a
 security-by-security basis, by the Company's Investments Under Surveillance
("IUS") Committee, of various indicators of credit deterioration to       
determine whether the investment security is expected to recover. This    
assessment includes, but is not limited to, consideration of the duration 
and severity of the unrealized loss, failure, if any, of the issuer of the
security to make scheduled payments, actions taken by rating agencies,    
adverse conditions specifically related to the security or sector, the    
financial strength, liquidity, and continued viability of the issuer and, 
for equity securities only, the intent and ability to hold the investment 
until recovery, and results in identification of specific securities for  
which OTTI is recognized.                                                 

 If there is no intent to sell or likely requirement to dispose of the fixed
  maturity security before its recovery, only the credit loss component of any
resulting OTTI is recognized in earnings (loss) and the remainder of the  
fair value loss is recognized in OCI. The amount of credit loss is the    
  shortfall of the present value of the cash flows expected to be collected as
compared to the amortized cost basis of the security. The present value is
calculated by discounting management's best estimate of projected future  
cash flows at the effective interest rate implicit in the debt security   
prior to impairment. Projections of future cash flows are based on        
assumptions regarding probability of default and estimates regarding the  
  amount and timing of recoveries. These assumptions and estimates require use
of management judgment and consider internal credit analyses as well as   
market observable data relevant to the collectability of the security. For
mortgage- and asset-backed securities, projected future cash flows also   
include assumptions regarding prepayments and underlying collateral value.

Real estate held for the production of income, 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.

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 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.                                

Policy loans are stated at unpaid principal balances.                     

Partnerships, investment companies and joint venture interests that the   
  Company has control of and has a majority economic interest in or those that
meet the requirements for consolidation under accounting guidance for     
  consolidation of VIEs are consolidated. Those that the Company does not have
 control of and does not have a majority economic interest in and those that
do not meet the VIE requirements for consolidation are reported on the    
equity basis of accounting and are reported either with equity real estate
or other equity investments, as appropriate. The Company records its      
interests in certain of these partnerships on a month or one quarter lag. 

 Equity securities, which include common stock, and non-redeemable preferred
stock classified as AFS securities, are carried at fair value and are     
 included in other equity investments with changes in fair value reported in
OCI.                                                                      

Trading securities, which include equity securities and fixed maturities, 
are carried at fair value based on quoted market prices, with unrealized  
 gains (losses) reported in other investment income (loss) in the statements
of Net earnings (loss).                                                   

Corporate owned life insurance ("COLI") has been purchased by the Company 
and certain subsidiaries on the lives of certain key employees and the    
Company and these subsidiaries are named as beneficiaries under these     
policies. COLI is carried at the cash surrender value of the policies. At 
 December 31, 2014 and 2013, the carrying value of COLI was $803 million and
 $770 million, respectively, and is reported in Other invested assets in the
consolidated balance sheets.                                              

  Short-term investments are reported at amortized cost that approximates fair
value and are included in Other invested assets.                          

Cash and cash equivalents includes cash on hand, demand deposits, money   
market accounts, overnight commercial paper and highly liquid debt        
  instruments purchased with an original maturity of three months or less. Due
 to the short-term nature of these investments, the recorded value is deemed
to approximate fair value.                                                

All securities owned, including United States government and agency       
securities, mortgage-backed securities and futures and forwards           
transactions, are reported in the consolidated financial statements on a  
trade date basis.                                                         

Derivatives                                                               

  Derivatives are financial instruments whose values are derived from interest
rates, foreign exchange rates, financial indices, values of securities or 
commodities, credit spreads, market volatility, expected returns, and     
liquidity. Values can also be affected by changes in estimates and        
assumptions, including those related to counterparty behavior and         
non-performance risk used in valuation models. Derivative financial       
instruments generally used by the Company include exchange traded equity, 
currency and interest rate futures contracts, total return and/or other   
equity swaps, interest rate swap and floor contracts, swaptions, variance 
 swaps as well as equity options and may be exchange-traded or contracted in
the over-the-counter market. All derivative positions are carried in the  
consolidated balance sheets at fair value, generally by obtaining quoted  
market prices or through the use of valuation models.                     

Freestanding derivative contracts are reported in the consolidated balance
sheets either as assets within "Other invested assets" or as liabilities  
within "Other liabilities." The Company nets the fair value of all        
derivative financial instruments with counterparties for which an ISDA    
Master Agreement and related CSA have been executed. The Company uses     
 derivatives to manage asset/liability risk and has designated some of those
economic relationships under the criteria to qualify for hedge accounting 
treatment. All changes in the fair value of the Company's freestanding    
derivative positions not designated to hedge accounting relationships,    
including net receipts and payments, are included in "Investment income   
 (loss) from derivative instruments" without considering changes in the fair
value of the economically associated assets or liabilities.               

The Company is a party to financial instruments and other contracts that  
contain "embedded" derivative instruments. At inception, the Company      
  assesses whether the economic characteristics of the embedded instrument are
"clearly and closely related" to the economic characteristics of the      
  remaining component of the "host contract" and whether a separate instrument
 with the same terms as the embedded instrument would meet the definition of
a derivative instrument. When those criteria are satisfied, the resulting 
embedded derivative is bifurcated from the host contract, carried in the  
  consolidated balance sheets at fair value, and changes in its fair value are
recognized immediately and captioned in the consolidated statements of    
earnings (loss) according to the nature of the related host contract. For 
certain financial instruments that contain an embedded derivative that    
otherwise would need to be bifurcated and reported at fair value, the     
Company instead may elect to carry the entire instrument at fair value.   

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Mortgage Loans on Real Estate ("mortgage loans"):                         

Mortgage loans 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 on its collateral value if the loan is
collateral dependent. However, if foreclosure is or becomes probable, the 
collateral value measurement method is used.                              

  For commercial and agricultural mortgage loans, an allowance for credit loss
is typically recommended when management believes it is probable that     
principal and interest will not be collected according to the contractual 
  terms. Factors that influence management's judgment in determining allowance
for credit losses include the following:                                  

   .   Loan-to-value ratio -- Derived from current loan balance divided by
       the fair market value of the property. An allowance for credit loss
         is typically recommended when the loan-to-value ratio is in excess of
       100%. In the case where the loan-to-value is in excess of 100%, the
         allowance for credit loss is derived by taking the difference between
  the fair market value (less cost of sale) and the current loan
balance.                                                    

.   Debt service coverage ratio -- Derived from actual net operating
      income divided by annual debt service. If the ratio is below 1.0x,
then the income from the property does not support the debt.

     .   Occupancy -- Criteria varies by property type but low or below market
occupancy is an indicator of sub-par property performance.  

.   Lease expirations -- The percentage of leases expiring in the   
      upcoming 12 to 36 months are monitored as a decline in rent and/or
       occupancy may negatively impact the debt service coverage ratio. In
        the case of single-tenant properties or properties with large tenant
exposure, the lease expiration is a material risk factor.   

 .   Maturity -- Mortgage loans that are not fully amortizing and have
        upcoming maturities within the next 12 to 24 months are monitored in
    conjunction with the capital markets to determine the borrower's
     ability to refinance the debt and/or pay off the balloon balance.

.   Borrower/tenant related issues -- Financial concerns, potential 
     bankruptcy, or words or actions that indicate imminent default or
abandonment of property.                                    

   .   Payment status -- current vs. delinquent -- A history of delinquent
payments may be a cause for concern.                        

.   Property condition -- Significant deferred maintenance observed 
during the lenders annual site inspections.                 

  .   Other -- Any other factors such as current economic conditions may
call into question the performance of the loan.             

Mortgage loans also are individually evaluated quarterly by the IUS       
Committee for impairment, including an assessment of related collateral   
value. Commercial mortgages 60 days or more past due and agricultural     
 mortgages 90 days or more past due, as well as all mortgages in the process
of foreclosure, are identified as problem mortgages. Based on its monthly 
monitoring of mortgages, a class of potential problem mortgages are also  
identified, consisting of mortgage loans not currently classified as      
problems but for which management has doubts as to the ability of the     
 borrower to comply with the present loan payment terms and which may result
in the loan becoming a problem or being restructured. The decision whether
to classify a performing mortgage loan as a potential problem involves    
 significant subjective judgments by management as to likely future industry
conditions and developments with respect to the borrower or the individual
mortgaged property.                                                       

For problem mortgage loans a valuation allowance is established to provide
  for the risk of credit losses inherent in the lending process. The allowance
includes loan specific reserves for mortgage loans determined to be       
  non-performing as a result of the loan review process. A non-performing loan
 is defined as a loan for which it is probable that amounts due according to
 the contractual terms of the loan agreement will not be collected. The loan
 specific portion of the loss allowance is based on the Company's assessment
as to ultimate collectability of loan principal and interest. Valuation   
  allowances for a non-performing loan are recorded based on the present value
of expected future cash flows discounted at the loan's effective interest 
 rate or based on the fair value of the collateral if the loan is collateral
dependent. The valuation allowance for mortgage loans can increase or     
decrease from period to period based on such factors.                     

Impaired mortgage loans without provision for losses are mortgage 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 mortgage loans where the   
 collateral value is used to measure impairment is recorded on a cash basis.
 Interest income on mortgage 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.                               

 Mortgage loans are placed on nonaccrual status once management believes the
collection of accrued interest is doubtful. Once mortgage loans are       
  classified as nonaccrual mortgage loans, interest income is recognized under
the cash basis of accounting and the resumption of the interest accrual   
would commence only after all past due interest has been collected or the 
mortgage loan on real estate has been                                     

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restructured to where the collection of interest is considered likely. At 
  December 31, 2014 and 2013, the carrying values of commercial mortgage loans
that had been classified as nonaccrual mortgage loans were $89 million and
$93 million, respectively.                                                

Troubled Debt Restructuring                                               

When a loan modification is determined to be a troubled debt restructuring
("TDR"), the impairment of the loan is re-measured by discounting the     
expected cash flows to be received based on the modified terms using the  
loan's original effective yield, and the allowance for loss is adjusted   
accordingly. Subsequent to the modification, income is recognized         
prospectively based on the modified terms of the mortgage loans.          
 Additionally, the loan continues to be subject to the credit review process
noted above.                                                              

 Net Investment Income (Loss), Investment Gains (Losses), Net and Unrealized
Investment Gains (Losses)                                                 

Net investment income (loss) and realized investment gains (losses), net  
(together "investment results") related to certain participating group    
  annuity contracts which are passed through to the contractholders are offset
   by amounts reflected as interest credited to policyholders' account balances.

  Realized investment gains (losses) are determined by identification with the
specific asset and are presented as a component of revenue. Changes in the
valuation allowances are included in Investment gains (losses), net.      

Realized and unrealized holding gains (losses) on trading securities are  
reflected in Net investment income (loss).                                

Unrealized investment gains (losses) on fixed maturities and equity       
securities designated as AFS held by the Company are accounted for as a   
separate component of AOCI, net of related deferred income taxes, amounts 
attributable to certain pension operations, Closed Blocks' policyholders  
  dividend obligation, insurance liability loss recognition and DAC related to
universal life ("UL") policies, investment-type products and participating
traditional life policies.                                                

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

Fair Value of Financial Instruments                                       

Fair value is defined as the exchange price that would be received for an 
asset or paid to transfer a liability (an exit price) in the principal or 
most advantageous market for the asset or liability in an orderly         
transaction between market participants on the measurement date. The      
accounting guidance established a fair value hierarchy that requires an   
entity to maximize the use of observable inputs and minimize the use of   
unobservable inputs when measuring fair value, and identifies three levels
of inputs that may be used to measure fair value:                         

Level 1  Unadjusted quoted prices for identical instruments in                  
active markets. Level 1 fair values generally are supported   
by market transactions that occur with sufficient frequency   
and volume to provide pricing information on an ongoing       
basis.                                                        

Level 2  Observable inputs other than Level 1 prices, such as quoted            
prices for similar instruments, quoted prices in markets      
that are not active, and inputs to model-derived valuations   
that are directly observable or can be corroborated by        
observable market data.                                       

Level 3  Unobservable inputs supported by little or no market                   
activity and often requiring significant management           
judgment or estimation, such as an entity's own assumptions   
about the cash flows or other significant components of       
value that market participants would use in pricing the       
asset or liability.                                           

The Company defines fair value as the unadjusted 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 measured using
present value or other valuation techniques. The fair value determinations
 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 adjustments 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 cannot be substantiated by direct comparison to independent    
 markets, nor can the disclosed value be realized in immediate settlement of
the instrument.                                                           

 Management is responsible for the determination of the value of investments
carried at fair value and the supporting methodologies and assumptions.   
Under the terms of various service agreements, the Company often utilizes 
independent valuation service providers to gather,                        

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 analyze, and interpret market information and derive fair values based upon
relevant methodologies and assumptions for individual securities. These   
independent valuation service providers typically obtain data about market
  transactions and other key valuation model inputs from multiple sources and,
through the use of widely accepted valuation models, provide a single fair
 value measurement for individual securities for which a fair value has been
requested. As further described below with respect to specific asset      
classes, these inputs include, but are not limited to, market prices for  
recent trades and transactions in comparable securities, benchmark yields,
interest rate yield curves, credit spreads, quoted prices for similar     
  securities, and other market-observable information, as applicable. Specific
attributes of the security being valued also are considered, including its
term, interest rate, credit rating, industry sector, and when applicable, 
 collateral quality and other security- or issuer-specific information. When
insufficient market observable information is available upon which to     
measure fair value, the Company either will request brokers knowledgeable 
about these securities to provide a non-binding quote or will employ      
internal valuation models. Fair values received from independent valuation
service providers and brokers and those internally modeled or otherwise   
estimated are assessed for reasonableness.                                

Recognition of Insurance Income and Related Expenses                      

Deposits related to UL and investment-type contracts are reported as      
deposits to policyholders' account balances. Revenues from these contracts
consist of fees 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 in 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 revenue 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.                                                      

DAC                                                                       

Acquisition costs that vary with and are primarily related to the         
acquisition of new and renewal insurance business, reflecting incremental 
direct costs of contract acquisition with independent third parties or    
employees that are essential to the contract transaction, as well as the  
portion of employee compensation, including payroll fringe benefits and   
other costs directly related to underwriting, policy issuance and         
processing, medical inspection, and contract selling for successfully     
 negotiated contracts including commissions, underwriting, agency and policy
issue expenses, 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.                                                        

After the initial establishment of reserves, premium deficiency and loss  
recognition tests are performed each period end using best estimate       
  assumptions as of the testing date without provisions for adverse deviation.
When the liabilities for future policy benefits plus the present value of 
expected future gross premiums for the aggregate product group are        
  insufficient to provide for expected future policy benefits and expenses for
  that line of business (i.e., reserves net of any DAC asset), DAC would first
be written off and thereafter, if required, a premium deficiency reserve  
would be established by a charge to earnings.                             

In accordance with the guidance for the accounting and reporting by       
 insurance enterprises for certain long-duration contracts and participating
contracts and for realized gains and losses from the sale of investments, 
current and expected future profit margins for products covered by this   
 guidance are examined regularly in determining the amortization of DAC. Due
primarily to the significant decline in Separate Accounts balances during 
 2008 and a change in the estimate of average gross short-term annual return
on Separate Accounts balances to 9.0%, future estimated gross profits at  
December 31, 2008 for certain issue years for the Accumulator(R) variable 
annuity products ("Accumulator(R)") were expected to be negative as the   
increases in the fair values of derivatives used to hedge certain risks   
 related to these products would be recognized in current earnings while the
related reserves do not fully and immediately reflect the impact of equity
and interest market fluctuations. As required under U.S. GAAP, for those  
issue years with future estimated negative gross profits, the DAC         
 amortization method was permanently changed in fourth quarter 2008 from one
based on estimated gross profits to one based on estimated assessments for
 the Accumulator(R) products, subject to loss recognition testing. In second
quarter 2011, the DAC amortization method was changed to one based on     
estimated assessments for all issue years for the Accumulator(R) products 
due to continued volatility of margins and the continued emergence of     
periods of negative margins.                                              

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DAC associated with UL and investment-type products, other than           
Accumulator(R) products is amortized over the expected total life of the  
contract group as a constant percentage of estimated gross profits arising
principally from investment results, Separate Account fees, mortality and 
expense margins and surrender charges based on historical and anticipated 
future experience, updated at the end of each accounting period. When     
 estimated gross profits are expected to be negative for multiple years of a
contract life, DAC is amortized using the present value of estimated      
  assessments. The effect on the amortization of DAC of revisions to estimated
gross profits or assessments is reflected in earnings (loss) in the period
such estimated gross profits or assessments are revised. A decrease in    
expected gross profits or assessments would accelerate DAC amortization.  
 Conversely, an increase in expected gross profits or assessments would slow
DAC amortization. The effect on the DAC assets that would result from     
realization of unrealized gains (losses) is recognized with an offset to  
AOCI in consolidated equity as of the balance sheet date.                 

A significant assumption in the amortization of DAC on variable annuities 
and variable and interest-sensitive life insurance relates to projected   
 future Separate Account performance. Management sets estimated future gross
profit or assessment assumptions related to Separate Account performance  
using a long-term view of expected average market returns by applying a   
reversion to the mean approach, a commonly used industry practice. This   
 future return approach influences the projection of fees earned, as well as
other sources of estimated gross profits. Returns that are higher than    
expectations for a given period produce higher than expected account      
  balances, increase the fees earned resulting in higher expected future gross
 profits and lower DAC amortization for the period. The opposite occurs when
returns are lower than expected.                                          

In applying this approach to develop estimates of future returns, it is   
assumed that the market will return to an average gross long-term return  
estimate, developed with reference to historical long-term equity market  
performance. Currently, the average gross long-term return estimate is    
measured from December 31, 2008. Management has set limitations as to     
maximum and minimum future rate of return assumptions, as well as a       
limitation on the duration of use of these maximum or minimum rates of    
return. At December 31, 2014, the average gross short-term and long-term  
  annual return estimate on variable and interest-sensitive life insurance and
 variable annuities was 9.0% (6.66% net of product weighted average Separate
Account fees), and the gross maximum and minimum short-term annual rate of
return limitations were 15.0% (12.66% net of product weighted average     
Separate Account fees) and 0.0% (-2.34% net of product weighted average   
 Separate Account fees), respectively. The maximum duration over which these
rate limitations may be applied is 5 years. This approach will continue to
be applied in future periods. These assumptions of long-term growth are   
  subject to assessment of the reasonableness of resulting estimates of future
return assumptions.                                                       

If actual market returns continue at levels that would result in assuming 
future market returns of 15.0% for more than 5 years in order to reach the
average gross long-term return estimate, the application of the 5 year    
maximum duration limitation would result in an acceleration of DAC        
 amortization. Conversely, actual market returns resulting in assumed future
market returns of 0.0% for more than 5 years would result in a required   
 deceleration of DAC amortization. At December 31, 2014, current projections
of future average gross market returns assume a 0.0% annualized return for
the next six quarters, which is the minimum limitations grading to a      
reversion to the mean of 9.0% in fourteen quarters.                       

  In addition, projections of future mortality assumptions related to variable
and interest-sensitive life products are based on a long-term average of  
actual experience. This assumption is updated quarterly to reflect recent 
experience as it emerges. Improvement of life mortality in future periods 
from that currently projected would result in future deceleration of DAC  
 amortization. Conversely, deterioration of life mortality in future periods
from that currently projected would result in future acceleration of DAC  
amortization.                                                             

Other significant assumptions underlying gross profit estimates for UL and
 investment type products relate to contract persistency and General Account
investment spread.                                                        

 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 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, 2014, the  
 average rate of assumed investment yields, excluding policy loans, was 5.1%
grading to 4.5% over 10 years. Estimated gross margins include 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 accumulated 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 assets that would
result from realization of unrealized gains (losses) is recognized with an
 offset to AOCI in consolidated equity as of the balance sheet date. Many of
the factors that affect gross margins are included in the determination of
the Company's dividends to these policyholders. DAC adjustments related to
  participating traditional life policies do not create significant volatility
in results of operations as the Closed Block recognizes a cumulative      
 policyholder dividend obligation expense in "Policyholders' dividends," for
the excess of actual cumulative earnings over expected cumulative earnings
as determined at the time of demutualization.                             

  DAC associated with non-participating traditional life policies 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                 

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estimated experience are reflected in earnings (loss) in the period such  
deviations occur. For these contracts, the amortization periods generally 
are for the total life of the policy. DAC related to these policies is    
subject to recoverability testing as part of AXA Financial Group's premium
deficiency testing. If a premium deficiency exists, DAC is reduced by the 
amount of the deficiency or to zero through a charge to current period    
 earnings (loss). If the deficiency exceeds the DAC balance, the reserve for
future policy benefits is increased by the excess, reflected in earnings  
(loss) in the period such deficiency occurs.                              

Contractholder Bonus Interest Credits                                     

Contractholder bonus interest credits are offered on certain deferred     
 annuity products in the form of either immediate bonus interest credited or
enhanced interest crediting rates for a period of time. The interest      
crediting expense associated with these contractholder bonus interest     
  credits is deferred and amortized over the lives of the underlying contracts
in a manner consistent with the amortization of DAC. Unamortized balances 
are included in Other assets.                                             

Policyholders' Account Balances and Future Policy Benefits                

Policyholders' account balances for UL and investment-type contracts are  
equal to the policy account values. The policy account values represent an
accumulation of gross premium payments plus credited interest less expense
and mortality charges and withdrawals.                                    

The Company has issued and continues to offer certain variable annuity    
products with GMDB and Guaranteed income benefit ("GIB") features. The    
 Company previously issued certain variable annuity products with Guaranteed
withdrawal benefit for life ("GWBL") and other features. The Company also 
 issues certain variable annuity products that contain a GMIB feature which,
if elected by the policyholder after a stipulated waiting period from     
contract issuance, guarantees a minimum lifetime annuity based on         
predetermined annuity purchase rates that may be in excess of what the    
 contract account value can purchase at then-current annuity purchase rates.
This minimum lifetime annuity is based on predetermined annuity purchase  
rates applied to a GMIB base. Reserves for GMDB and GMIB obligations are  
calculated on the basis of actuarial assumptions related to projected     
benefits and related contract charges generally over the lives of the     
 contracts. The determination of this estimated liability is based on models
that involve numerous estimates and subjective judgments, including those 
  regarding expected market rates of return and volatility, contract surrender
  and withdrawal rates, mortality experience, and, for contracts with the GMIB
feature, GMIB election rates. Assumptions regarding Separate Account      
 performance used for purposes of this calculation are set using a long-term
 view of expected average market returns by applying a reversion to the mean
approach, consistent with that used for DAC amortization. There can be no 
assurance that actual experience will be consistent with management's     
estimates.                                                                

For reinsurance contracts other than those covering GMIB exposure,        
reinsurance recoverable balances are calculated using methodologies and   
assumptions that are consistent with those used to calculate the direct   
liabilities.                                                              

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   
 that, together with interest and expense assumptions, includes a margin for
 adverse deviation. 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 10.9% for life insurance liabilities and from 1.57% to 11.25% 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.            

When the liabilities for future policy benefits plus the present value of 
  expected future gross premiums for a product are insufficient to provide for
expected future policy benefits and expenses for that product, DAC is     
written off and thereafter, if required, a premium deficiency reserve is  
established by a charge to earnings.                                      

Funding agreements are reported in Policyholders' account balances in the 
consolidated balance sheets. AXA Equitable as a member of the Federal Home
  Loan Bank of New York ("FHLBNY") has access to borrowing facilities from the
FHLBNY including collateralized borrowings and funding agreements, which  
would require AXA Equitable to pledge qualified mortgage-backed assets    
and/or government securities as collateral. As membership requires the    
ownership of member stock, AXA Equitable purchased stock to meet its      
membership requirement                                                    

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($31 million, as of December 31, 2014). Any borrowings from the FHLBNY    
require the purchase of FHLBNY activity based stock in an amount equal to 
4.5% of the borrowings. AXA Equitable's capacity with the FHLBNY was      
 increased during second quarter 2014 from $1,000 million to $3,000 million.
At December 31, 2014, the Company had $500 million of outstanding funding 
agreements with the FHLBNY. The funding agreements were used to extend the
 duration of the assets within the General Account investment portfolio. For
other instruments used to extend the duration of the General Account      
 investment portfolio see "Derivative and offsetting assets and liabilities"
included in Note 3.                                                       

Policyholders' Dividends                                                  

The amount of policyholders' dividends to be paid (including dividends on 
policies included in the Closed Block) is determined annually by AXA      
Equitable'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 AXA Equitable.                        

 At December 31, 2014, participating policies, including those in the Closed
Block, represent approximately 5.6% ($19,863 million) of directly written 
life insurance in-force, net of amounts ceded.                            

Separate Accounts                                                         

 Generally, Separate Accounts established under New York State Insurance Law
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 Separate Accounts assets exceed Separate Accounts
liabilities. Assets and liabilities of the Separate Accounts represent the
 net deposits and accumulated net investment earnings (loss) less fees, held
primarily for the benefit of contractholders, and for which the Insurance 
Group does not bear the investment risk. Separate Accounts' assets and    
 liabilities are shown on separate lines in the consolidated balance sheets.
Assets held in Separate Accounts are reported at quoted market values or, 
where quoted values are not readily available or accessible for these     
 securities, their fair value measures most often are determined through the
use of model pricing that effectively discounts prospective cash flows to 
 present value using appropriate sector-adjusted credit spreads commensurate
  with the security's duration, also taking into consideration issuer-specific
credit quality and liquidity. The assets and liabilities of six Separate  
Accounts are presented and accounted for as General Account assets and    
liabilities due to the fact that not all of the investment performance in 
those Separate Accounts is passed through to policyholders. Investment    
assets in these Separate Accounts principally consist of fixed maturities 
that are classified as AFS in the accompanying consolidated financial     
statements.                                                               

The investment results of Separate Accounts, including unrealized gains   
  (losses), on which the Insurance Group does not bear the investment risk are
 reflected directly in Separate Accounts liabilities and are not reported in
revenues in the consolidated statements of earnings (loss). For 2014, 2013
and 2012, investment results of such Separate Accounts were gains (losses)
of $5,959 million, $19,022 million and $10,110 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 policies including those funded
by Separate Accounts are included in revenues.                            

 The Company reports the General Account's interests in Separate Accounts as
Other equity investments in the consolidated balance sheets.              

Recognition of Investment Management Revenues and Related Expenses        

Commissions, fees and other income principally include the Investment     
Management segment's investment advisory and service fees, distribution   
revenues and institutional research services revenue. Investment advisory 
 and service base fees, generally calculated as a percentage, referred to as
  basis points ("BPs"), of assets under management, are recorded as revenue as
the related services are performed; they include brokerage transactions   
charges received by Sanford C. Bernstein & Co. LLC ("SCB LLC") for certain
retail, private client and institutional investment client transactions.  
  Certain investment advisory contracts, including those associated with hedge
funds, provide for a performance-based fee, in addition to or in lieu of a
base fee which is calculated as either a percentage of absolute investment
results or a percentage of the investment results in excess of a stated   
benchmark over a specified period of time. Performance-based fees are     
  recorded as a component of revenue at the end of each contract's measurement
period. Institutional research services revenue consists of brokerage     
transaction charges received by SCB LLC and Sanford C. Bernstein Limited  
  ("SCBL") for independent research and brokerage-related services provided to
institutional investors. Brokerage transaction charges earned and related 
expenses are recorded on a trade date basis. Distribution revenues and    
shareholder servicing fees are accrued as earned.                         

 Commissions paid to financial intermediaries in connection with the sale of
shares of open-end AllianceBernstein sponsored mutual funds sold without a
 front-end sales charge ("back-end load shares") are capitalized as deferred
  sales commissions and amortized over periods not exceeding five and one-half
years for U.S. fund shares and four years for non-U.S. fund shares, the   
periods of time during which the deferred sales commissions are generally 
recovered. These commissions are recovered from distribution services fees
received from those funds and                                             

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from contingent deferred sales commissions ("CDSC") received from         
shareholders of those funds upon the redemption of their shares. CDSC cash
recoveries are recorded as reductions of unamortized deferred sales       
 commissions when received. Effective January 31, 2009, back-end load shares
are no longer offered to new investors by AllianceBernstein's U.S. funds. 
Management tests the deferred sales commission asset for recoverability   
quarterly and determined that the balance as of December 31, 2014 was not 
impaired.                                                                 

AllianceBernstein's management determines recoverability by estimating    
undiscounted future cash flows to be realized from this asset, as compared
to its recorded amount, as well as the estimated remaining life of the    
deferred sales commission asset over which undiscounted future cash flows 
are expected to be received. Undiscounted future cash flows consist of    
 ongoing distribution services fees and CDSC. Distribution services fees are
calculated as a percentage of average assets under management related to  
 back-end load shares. CDSC are based on the lower of cost or current value,
  at the time of redemption, of back-end load shares redeemed and the point at
  which redeemed during the applicable minimum holding period under the mutual
fund distribution system.                                                 

Significant assumptions utilized to estimate future average assets under  
management and undiscounted future cash flows from back-end load shares   
include expected future market levels and redemption rates. Market        
assumptions are selected using a long-term view of expected average market
returns based on historical returns of broad market indices. Future       
  redemption rate assumptions are determined by reference to actual redemption
experience over the five-year, three-year and one-year periods and current
quarterly periods ended December 31, 2014. These assumptions are updated  
 periodically. Estimates of undiscounted future cash flows and the remaining
 life of the deferred sales commission asset are made from these assumptions
  and the aggregate undiscounted cash flows are compared to the recorded value
of the deferred sales commission asset. If AllianceBernstein's management 
determines in the future that the deferred sales commission asset is not  
recoverable, an impairment condition would exist and a loss would be      
  measured as the amount by which the recorded amount of the asset exceeds its
estimated fair value. Estimated fair value is determined using            
AllianceBernstein's management's best estimate of future cash flows       
discounted to a present value amount.                                     

Goodwill and Other Intangible Assets                                      

 Goodwill represents the excess of the purchase price over the fair value of
identifiable net assets of acquired companies, and relates principally to 
the acquisition of SCB Inc., an investment research and management company
formerly known as Sanford C. Bernstein Inc. ("Bernstein Acquisition") and 
the purchase of units of the limited partnership interest in              
AllianceBernstein ("AllianceBernstein Units"). In accordance with the     
guidance for Goodwill and Other Intangible Assets, goodwill is tested     
annually for impairment and at interim periods if events or circumstances 
indicate an impairment could have occurred.                               

Intangible assets related to the Bernstein Acquisition and purchases of   
AllianceBernstein Units include values assigned to contracts of businesses
acquired based on their estimated fair value at the time of acquisition,  
less accumulated amortization. These intangible assets are generally      
amortized on a straight-line basis over their estimated useful life of    
 approximately 20 years. All intangible assets are periodically reviewed for
 impairment as events or changes in circumstances indicate that the carrying
value may not be recoverable. If the carrying value exceeds fair value,   
additional impairment tests are performed to measure the amount of the    
impairment loss, if any.                                                  

Other Accounting Policies                                                 

Capitalized internal-use software, included in Other assets in the        
 consolidated balance sheets, is amortized on a straight-line basis over the
estimated useful life of the software that ranges between three and five  
years. If an impairment is determined to have occurred, software          
capitalization is accelerated for the remaining balance deemed to be      
impaired.                                                                 

AXA Financial and certain of its consolidated subsidiaries and affiliates,
including the Company, file a consolidated Federal income tax return. The 
Company provides for Federal and state income taxes currently payable, as 
well as those deferred due to temporary differences between the financial 
reporting and tax bases of assets and liabilities. 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. Valuation
allowances are established when management determines, based on available 
information, that it is more likely than not that deferred tax assets will
not be realized.                                                          

Under accounting for uncertainty in income taxes guidance, the Company    
determines whether it is more likely than not that a tax position will be 
 sustained upon examination by the appropriate taxing authorities before any
part of the benefit can be recorded in the consolidated financial         
  statements. Tax positions are then measured at the largest amount of benefit
that is greater than 50 % likely of being realized upon settlement.       

Out of Period Adjustments                                                 

In 2014, the Company recorded several out-of-period adjustments in its    
financial statements. The Company refined the models used to calculate the
 fair value of the GMIB reinsurance asset and the GMIB and GMDB liabilities.
In addition, the Company recorded an out-of-                              

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period adjustment related to an understatement of the dividend of         
AllianceBernstein Units by AXA Equitable to AXA Financial during the year 
ended December 31, 2013 and the related deferred tax liability for the    
excess of the fair value of the AllianceBernstein Unit dividend over the  
recorded value. The net impact of the out-of-period adjustments to AXA    
Equitable's shareholders' equity and Net earnings was a decrease of $1    
million and an increase of $73 million, respectively. Management has      
 evaluated the impact of all out of period corrections both individually and
in the aggregate and concluded they are not material to any previously    
reported quarterly or annual financial statements.                        

3) INVESTMENTS                                                                  

FIXED MATURITIES AND EQUITY SECURITIES                                    

The following table provides information relating to fixed maturities and 
equity securities classified as AFS:                                      

AVAILABLE-FOR-SALE SECURITIES BY CLASSIFICATION 

                                                        [Enlarge/Download Table]

                                                           GROSS       GROSS                             
                                              AMORTIZED  UNREALIZED  UNREALIZED                 OTTI     
                                                COST       GAINS       LOSSES    FAIR VALUE  IN AOCI/(3)/
                                              ---------- ---------- ------------ ----------- ----------- 
                                                                    (IN MILLIONS)                        
                                                                                                         
DECEMBER 31, 2014:                                                                                       
------------------                                                                                       
Fixed Maturity Securities:                                                                               
  Corporate.................................. $   20,742 $    1,549 $         71 $    22,220 $        -- 
  U.S. Treasury, government and agency.......      6,685        672           26       7,331          -- 
  States and political subdivisions..........        441         78           --         519          -- 
  Foreign governments........................        405         48            7         446          -- 
  Commercial mortgage-backed.................        855         22          142         735          10 
  Residential mortgage-backed/(1)/...........        752         43           --         795          -- 
  Asset-backed/(2)/..........................         86         14            1          99           3 
  Redeemable preferred stock.................        829         70           10         889          -- 
                                              ---------- ---------- ------------ ----------- ----------- 
   Total Fixed Maturities....................     30,795      2,496          257      33,034          13 

Equity securities............................         36          2           --          38          -- 
                                              ---------- ---------- ------------ ----------- ----------- 

Total at December 31, 2014................... $   30,831 $    2,498 $        257 $    33,072 $        13 
                                              ========== ========== ============ =========== =========== 

December 31, 2013:                                                                                       
------------------                                                                                       
Fixed Maturity Securities:                                                                               
  Corporate.................................. $   21,516 $    1,387 $        213 $    22,690 $        -- 
  U.S. Treasury, government and agency.......      3,584         22          477       3,129          -- 
  States and political subdivisions..........        444         35            2         477          -- 
  Foreign governments........................        392         46            5         433          -- 
  Commercial mortgage-backed.................        971         10          265         716          23 
  Residential mortgage-backed/(1)/...........        914         34            1         947          -- 
  Asset-backed/(2)/..........................        132         11            3         140           4 
  Redeemable preferred stock.................        883         55           51         887          -- 
                                              ---------- ---------- ------------ ----------- ----------- 
   Total Fixed Maturities....................     28,836      1,600        1,017      29,419          27 

Equity securities............................         37         --            3          34          -- 
                                              ---------- ---------- ------------ ----------- ----------- 

Total at December 31, 2013................... $   28,873 $    1,600 $      1,020 $    29,453 $        27 
                                              ========== ========== ============ =========== =========== 

/(1)/Includes publicly traded agency pass-through securities and            
collateralized mortgage obligations.                              
/(2)/Includes credit-tranched securities collateralized by sub-prime        
mortgages and other asset types and credit tenant loans.          
/(3)/Amounts represent OTTI losses in AOCI, which were not included in      
earnings (loss) in accordance with current accounting guidance.   

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The contractual maturities of AFS fixed maturities (excluding redeemable  
preferred stock) at December 31, 2014 are shown in the table below. Bonds 
not due at a single maturity date have been included in the table in the  
final year of maturity. Actual maturities may differ from contractual     
maturities because borrowers may have the right to call or prepay         
obligations with or without call or prepayment penalties.                 

                                                                [Download Table]

               AVAILABLE-FOR-SALE FIXED MATURITIES                 
           CONTRACTUAL MATURITIES AT DECEMBER 31, 2014             
                                              AMORTIZED            
                                                COST     FAIR VALUE
                                              ---------- ----------
                                                  (IN MILLIONS)    
                                                                   
Due in one year or less...................... $    2,140 $    2,166
Due in years two through five................      6,400      6,916
Due in years six through ten.................     10,434     10,934
Due after ten years..........................      9,299     10,500
                                              ---------- ----------
   Subtotal..................................     28,273     30,516
Commercial mortgage-backed securities........        855        735
Residential mortgage-backed securities.......        752        795
Asset-backed securities......................         86         99
                                              ---------- ----------
Total........................................ $   29,966 $   32,145
                                              ========== ==========

The following table shows proceeds from sales, gross gains (losses) from  
sales and OTTI for AFS fixed maturities during 2014, 2013 and 2012:       

                                                                [Download Table]

                                                      December 31,        
                                              --------------------------- 
                                                2014      2013      2012  
                                              -------  ---------  ------- 
                                                     (IN MILLIONS)        
                                                                          
Proceeds from sales.......................... $   716  $   3,220  $   139 
                                              =======  =========  ======= 
Gross gains on sales......................... $    21  $      71  $    13 
                                              =======  =========  ======= 
Gross losses on sales........................ $    (9) $     (88) $   (12)
                                              =======  =========  ======= 
Total OTTI................................... $   (72) $     (81) $   (96)
Non-credit losses recognized in OCI..........      --         15        2 
                                              -------  ---------  ------- 
Credit losses recognized in earnings (loss).. $   (72) $     (66) $   (94)
                                              =======  =========  ======= 

The following table sets forth the amount of credit loss impairments on   
  fixed maturity securities held by the Company at the dates indicated and the
corresponding changes in such amounts.                                    

FIXED MATURITIES -- CREDIT LOSS IMPAIRMENTS 

                                                        [Enlarge/Download Table]

                                                                                   2014     2013  
                                                                                 -------  ------- 
                                                                                   (IN MILLIONS)  
                                                                                                  
Balances at January 1,.......................................................... $  (370) $  (372)
Previously recognized impairments on securities that matured, paid, prepaid                       
  or sold.......................................................................     188       67 
Recognized impairments on securities impaired to fair value this period/(1)/....      --       -- 
Impairments recognized this period on securities not previously impaired........     (41)     (59)
Additional impairments this period on securities previously impaired............     (31)      (6)
Increases due to passage of time on previously recorded credit losses...........      --       -- 
Accretion of previously recognized impairments due to increases in expected                       
  cash flows....................................................................      --       -- 
                                                                                 -------  ------- 
Balances at December 31,........................................................ $  (254) $  (370)
                                                                                 =======  ======= 

/(1)/Represents circumstances where the Company determined in the current   
   period that it intends to sell the security or it is more likely than
      not that it will be required to sell the security before recovery of the
security's amortized cost.                                        

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Net unrealized investment gains (losses) on fixed maturities and equity   
  securities classified as AFS are included in the consolidated balance sheets
as a component of AOCI. The table below presents these amounts as of the  
dates indicated:                                                          

                                                        [Enlarge/Download Table]

                                                                                    DECEMBER 31,  
                                                                                  --------------- 
                                                                                    2014    2013  
                                                                                  -------- ------ 

                                                                                   (IN MILLIONS)  
                                                                                                  
AFS Securities:                                                                                   
  Fixed maturities:                                                                               
   With OTTI loss................................................................ $     10 $  (28)
   All other.....................................................................    2,229    610 
  Equity securities..............................................................        2     (3)
                                                                                  -------- ------ 
Net Unrealized Gains (Losses).................................................... $  2,241 $  579 
                                                                                  ======== ====== 

Changes in net unrealized investment gains (losses) recognized in AOCI    
include reclassification adjustments to reflect amounts realized in Net   
 earnings (loss) for the current period that had been part of OCI in earlier
periods. The tables that follow below present a rollforward of net        
unrealized investment gains (losses) recognized in AOCI, split between    
 amounts related to fixed maturity securities on which an OTTI loss has been
recognized, and all other:                                                

NET UNREALIZED GAINS (LOSSES) ON FIXED MATURITIES WITH OTTI LOSSES  

                                                        [Enlarge/Download Table]

                                                                                                            AOCI GAIN    
                                                   NET                                                    (LOSS) RELATED 
                                               UNREALIZED                                     DEFERRED        TO NET     
                                                  GAINS                                        INCOME       UNREALIZED   
                                               (LOSSES) ON                  POLICY HOLDERS    TAX ASSET     INVESTMENT   
                                               INVESTMENTS        DAC        LIABILITIES     (LIABILITY)  GAINS (LOSSES) 
                                              -------------  -------------  --------------  ------------  -------------- 
                                                                             (IN MILLIONS)                               
                                                                                                                         
BALANCE, JANUARY 1, 2014..................... $         (28) $           2  $           10  $          5  $          (11)
Net investment gains (losses) arising during                                                                             
  the period.................................            (1)            --              --            --              (1)
Reclassification adjustment for OTTI losses:                                                                             
   Included in Net earnings (loss)...........            39             --              --            --              39 
   Excluded from Net earnings (loss)/(1)/....            --             --              --            --              -- 
Impact of net unrealized investment gains                                                                                
  (losses) on:...............................                                                                            
   DAC.......................................            --             (2)             --            --              (2)
   Deferred income taxes.....................            --             --              --            (9)             (9)
   Policyholders liabilities.................            --             --             (10)           --             (10)
                                              -------------  -------------  --------------  ------------  -------------- 
BALANCE, DECEMBER 31, 2014................... $          10  $          --  $           --  $         (4) $            6 
                                              =============  =============  ==============  ============  ============== 

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                                                                                                          AOCI Gain    
                                                                                                        (Loss) Related 
                                                    Net                                      Deferred       to Net     
                                              Unrealized Gains                                Income      Unrealized   
                                                (Losses) on                  Policy holders  Tax Asset    Investment   
                                                Investments         DAC       Liabilities   (Liability) Gains (Losses) 
                                              ----------------  ------------ -------------- ----------- -------------- 
                                                                            (In Millions)                              
                                                                                                                       

BALANCE, JANUARY 1, 2013.....................    $         (12) $          1 $            4 $         2 $           (5)
Net investment gains (losses) arising during                                                                           
  the period.................................              (14)           --             --          --            (14)
Reclassification adjustment for OTTI losses:                                                                           
   Included in Net earnings (loss)...........               13            --             --          --             13 
   Excluded from Net earnings (loss)/(1)/....              (15)           --             --          --            (15)
Impact of net unrealized investment gains                                                                              
  (losses) on:                                                                                                         
   DAC.......................................               --             1             --          --              1 
   Deferred income taxes.....................               --            --             --           3              3 
   Policyholders liabilities.................               --            --              6          --              6 
                                                 -------------  ------------ -------------- ----------- -------------- 
BALANCE, DECEMBER 31, 2013                       $         (28) $          2 $           10 $         5 $          (11)
                                                 =============  ============ ============== =========== ============== 

/(1)/Represents "transfers in" related to the portion of OTTI losses        
      recognized during the period that were not recognized in earnings (loss)
for securities with no prior OTTI loss.                           

ALL OTHER NET UNREALIZED INVESTMENT GAINS (LOSSES) IN AOCI  

                                                        [Enlarge/Download Table]

                                                                                                    AOCI GAIN    
                                                  NET                                             (LOSS) RELATED 
                                              UNREALIZED                              DEFERRED        TO NET     
                                                 GAINS                                 INCOME       UNREALIZED   
                                              (LOSSES) ON             POLICYHOLDERS   TAX ASSET     INVESTMENT   
                                              INVESTMENTS     DAC      LIABILITIES   (LIABILITY)  GAINS (LOSSES) 
                                              ----------- ----------  -------------  -----------  -------------- 
                                                                         (IN MILLIONS)                           
                                                                                                                 
BALANCE, JANUARY 1, 2014..................... $       607 $     (107) $        (245) $       (90) $          165 
Net investment gains (losses) arising during                                                                     
  the period.................................       1,606         --             --           --           1,606 
Reclassification adjustment for OTTI losses:                                                                     
   Included in Net earnings (loss)...........          18         --             --           --              18 
   Excluded from Net earnings (loss)/(1)/....          --         --             --           --              -- 
Impact of net unrealized investment gains                                                                        
  (losses) on:                                                                                                   
   DAC.......................................          --        (15)            --           --             (15)
   Deferred income taxes.....................          --         --             --         (520)           (520)
   Policyholders liabilities.................          --         --           (123)          --            (123)
                                              ----------- ----------  -------------  -----------  -------------- 
BALANCE, DECEMBER 31, 2014                    $     2,231 $     (122) $        (368) $      (610) $        1,131 
                                              =========== ==========  =============  ===========  ============== 

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                                                                                                      AOCI Gain (Loss) 
                                              Net Unrealized                              Deferred     Related to Net  
                                                  Gains                                    Income        Unrealized    
                                               (Losses) on                Policyholders   Tax Asset      Investment    
                                               Investments        DAC      Liabilities   (Liability)   Gains (Losses)  
                                              --------------  ----------  -------------  -----------  ---------------- 
                                                                            (In Millions)                              
                                                                                                                       
BALANCE, JANUARY 1, 2013..................... $        2,900  $     (179) $        (603) $      (741) $          1,377 
Net investment gains (losses) arising during                                                                           
  the period.................................         (2,370)         --             --           --            (2,370)
Reclassification adjustment for OTTI losses:                                                                           
   Included in Net earnings (loss)...........             62          --             --           --                62 
   Excluded from Net earnings (loss)/(1)/....             15          --             --           --                15 
Impact of net unrealized investment gains                                                                              
  (losses) on:                                                                                                         
   DAC.......................................             --          72             --           --                72 
   Deferred income taxes.....................             --          --             --          651               651 
   Policyholders liabilities.................             --          --            358           --               358 
                                              --------------  ----------  -------------  -----------  ---------------- 
BALANCE, DECEMBER 31, 2013                    $          607  $     (107) $        (245) $       (90) $            165 
                                              ==============  ==========  =============  ===========  ================ 

/(1)/Represents "transfers out" related to the portion of OTTI losses during
   the period that were not recognized in earnings (loss) for securities
with no prior OTTI loss.                                          

  The following tables disclose the fair values and gross unrealized losses of
 the 601 issues at December 31, 2014 and the 747 issues at December 31, 2013
of fixed maturities that are not deemed to be other-than-temporarily      
impaired, aggregated by investment category and length of time that       
  individual securities have been in a continuous unrealized loss position for
the specified periods at the dates indicated:                             

                                                        [Enlarge/Download Table]

                                               LESS THAN 12 MONTHS    12 MONTHS OR LONGER           TOTAL         
                                              ---------------------  ---------------------  --------------------- 
                                                           GROSS                  GROSS                  GROSS    
                                                         UNREALIZED             UNREALIZED             UNREALIZED 
                                              FAIR VALUE   LOSSES    FAIR VALUE   LOSSES    FAIR VALUE   LOSSES   
                                              ---------- ----------  ---------- ----------  ---------- ---------- 
                                                                         (IN MILLIONS)                            
                                                                                                                  
DECEMBER 31, 2014:                                                                                                
------------------                                                                                                
Fixed Maturity Securities:                                                                                        
  Corporate.................................. $    1,314 $      (29) $    1,048 $      (42) $    2,362 $      (71)
  U.S. Treasury, government and agency.......        280         (6)        373        (20)        653        (26)
  States and political subdivisions..........         21         --          --         --          21         -- 
  Foreign governments........................         27         (1)         65         (6)         92         (7)
  Commercial mortgage-backed.................         37         (2)        355       (140)        392       (142)
  Residential mortgage-backed................         --         --          35         --          35         -- 
  Asset-backed...............................         --         --          20         (1)         20         (1)
  Redeemable preferred stock.................         42         --         169        (10)        211        (10)
                                              ---------- ----------  ---------- ----------  ---------- ---------- 

Total........................................ $    1,721 $      (38) $    2,065 $     (219) $    3,786 $     (257)
                                              ========== ==========  ========== ==========  ========== ========== 

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                                               Less Than 12 Months    12 Months or Longer            Total         
                                              ---------------------  ---------------------  ---------------------- 
                                                           Gross                  Gross                   Gross    
                                                         Unrealized             Unrealized              Unrealized 
                                              Fair Value   Losses    Fair Value   Losses    Fair Value    Losses   
                                              ---------- ----------  ---------- ----------  ---------- ----------- 
                                                                          (In Millions)                            
                                                                                                                   
December 31, 2013:                                                                                                 
------------------                                                                                                 
Fixed Maturity Securities:                                                                                         
  Corporate.................................. $    4,381 $     (187) $      248 $      (26) $    4,629 $      (213)
  U.S. Treasury, government and agency.......      2,645       (477)         --         --       2,645        (477)
  States and political subdivisions..........         36         (2)         --         --          36          (2)
  Foreign governments........................         68         (4)          7         (1)         75          (5)
  Commercial mortgage-backed.................         30         (5)        529       (260)        559        (265)
  Residential mortgage-backed................        260         (1)          1         --         261          (1)
  Asset-backed...............................          2         --          28         (3)         30          (3)
  Redeemable preferred stock.................        232        (49)         79         (2)        311         (51)
                                              ---------- ----------  ---------- ----------  ---------- ----------- 

Total........................................ $    7,654 $     (725) $      892 $     (292) $    8,546 $    (1,017)
                                              ========== ==========  ========== ==========  ========== =========== 

The Company's investments in fixed maturity securities do not include     
concentrations of credit risk of any single issuer greater than 10% of the
consolidated equity of AXA Equitable, other than securities of the U.S.   
government, U.S. government agencies, and certain securities guaranteed by
the U.S. government. The Company maintains a diversified portfolio of     
corporate securities across industries and issuers and does not have      
exposure to any single issuer in excess of 0.3% of total investments. The 
largest exposures to a single issuer of corporate securities held at      
  December 31, 2014 and 2013 were $146 million and $158 million, respectively.
Corporate high yield securities, consisting primarily of public high yield
bonds, are classified as other than investment grade by the various rating
agencies, i.e., a rating below Baa3/BBB- or the 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, 2014 and
  2013, respectively, approximately $1,788 million and $1,913 million, or 5.8%
and 6.6%, of the $30,795 million and $28,836 million aggregate amortized  
cost of fixed maturities held by the Company were considered to be other  
than investment grade. These securities had net unrealized losses of $85  
million and $215 million at December 31, 2014 and 2013, respectively. At  
 December 31, 2014 and 2013, respectively, the $219 million and $292 million
of gross unrealized losses of twelve months or more were concentrated in  
commercial mortgage-backed securities. In accordance with the policy      
described in Note 2, the Company concluded that an adjustment to earnings 
 for OTTI for these securities was not warranted at either December 31, 2014
or 2013. As of December 31, 2014, the Company did not intend to sell the  
securities nor will it likely be required to dispose of the securities    
before the anticipated recovery of their remaining amortized cost basis.  

 The Company does not originate, purchase or warehouse residential mortgages
 and is not in the mortgage servicing business. The Company's fixed maturity
investment portfolio includes residential mortgage backed securities      
("RMBS") backed by subprime and Alt-A residential mortgages, comprised of 
 loans made by banks or mortgage lenders to residential borrowers with lower
credit ratings. The criteria used to categorize such subprime borrowers   
include Fair Isaac Credit Organization ("FICO") scores, interest rates    
charged, debt-to-income ratios and loan-to-value ratios. Alt-A residential
 mortgages are mortgage loans where the risk profile falls between prime and
subprime; borrowers typically have clean credit histories but the mortgage
loan has an increased risk profile due to higher loan-to-value and        
debt-to-income ratios and/or inadequate documentation of the borrowers'   
income. At December 31, 2014 and 2013, respectively, the Company owned $8 
million and $10 million in RMBS backed by subprime residential mortgage   
loans, and $7 million and $8 million in RMBS backed by Alt-A residential  
 mortgage loans. RMBS backed by subprime and Alt-A residential mortgages are
fixed income investments supporting General Account liabilities.          

At December 31, 2014, the carrying value of fixed maturities that were    
non-income producing for the twelve months preceding that date was $12    
million.                                                                  

At December 31, 2014 and 2013, respectively, the amortized cost of the    
Company's trading account securities was $5,160 million and $4,225 million
with respective fair values of $5,143 million and $4,221 million. Also at 
 December 31, 2014 and 2013, respectively, Other equity investments included
the General Account's investment in Separate Accounts which had carrying  
values of $197 million and $192 million and costs of $185 million and $183
million as well as other equity securities with carrying values of $38    
million and $34 million and costs of $36 million and $37 million.         

In 2014, 2013 and 2012, respectively, net unrealized and realized holding 
gains (losses) on trading account equity securities, including earnings   
(losses) on the General Account's investment in Separate Accounts, of $24 
million, $48 million and $69 million, respectively, were included in Net  
 investment income (loss) in the consolidated statements of earnings (loss).

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MORTGAGE LOANS                                                            

  The payment terms of mortgage loans may from time to time be restructured or
 modified. The investment in restructured mortgage loans, based on amortized
cost, amounted to $93 million and $135 million at December 31, 2014 and   
2013, respectively. Gross interest income on these loans included in net  
investment income (loss) totaled $1 million, $2 million and $7 million in 
2014, 2013 and 2012, respectively. Gross interest income on restructured  
  mortgage loans that would have been recorded in accordance with the original
terms of such loans amounted to $4 million, $7 million and $8 million in  
2014, 2013 and 2012, respectively.                                        

Troubled Debt Restructurings                                              

  In 2011, the mortgage loan shown in the table below was modified to interest
 only payments. Since 2011, this loan has been modified two additional times
to extend interest only payments through maturity. The maturity date was  
also extended from November 5, 2014 to December 5, 2015. Since the fair   
 market value of the underlying real estate collateral is the primary factor
 in determining the allowance for credit losses, modifications of loan terms
typically have no direct impact on the allowance for credit losses, and   
therefore, no impact on the financial statements.                         

TROUBLED DEBT RESTRUCTURING - MODIFICATIONS 
DECEMBER 31, 2014 

                                                        [Enlarge/Download Table]


                                                         OUTSTANDING RECORDED INVESTMENT   
                                               NUMBER  ------------------------------------
                                              OF LOANS PRE-MODIFICATION POST - MODIFICATION
                                              -------- ---------------- -------------------

                                                              (DOLLARS IN MILLIONS)        
                                                                                           

Commercial mortgage loans....................        1               84                  93

 There were no default payments on the above loan during 2014. There were no
agricultural troubled debt restructuring mortgage loans in 2014.          

Valuation Allowances for Mortgage Loans:                                  

Allowance for credit losses for mortgage loans for 2014, 2013 and 2012 are
as follows:                                                               

                                                        [Enlarge/Download Table]

                                                             COMMERCIAL MORTGAGE LOANS 
                                                             ------------------------- 
                                                               2014     2013     2012  
                                                             -------  -------  ------- 
ALLOWANCE FOR CREDIT LOSSES:                                       (IN MILLIONS)       
                                                                                       
Beginning Balance, January 1,............................... $    42  $    34  $    32 
   Charge-offs..............................................     (14)      --       -- 
   Recoveries...............................................      --       (2)     (24)
   Provision................................................       9       10       26 
                                                             -------  -------  ------- 
Ending Balance, December 31,................................ $    37  $    42  $    34 
                                                             =======  =======  ======= 

Ending Balance, December 31,:                                                          
   Individually Evaluated for Impairment.................... $    37  $    42  $    34 
                                                             =======  =======  ======= 

There were no allowances for credit losses for agricultural mortgage loans
in 2014, 2013 and 2012.                                                   

The values used in these ratio calculations were developed as part of the 
 periodic review of the commercial and agricultural mortgage loan portfolio,
which includes an evaluation of the underlying collateral value. The      
 following tables provide information relating to the loan-to-value and debt
service coverage ratio for commercial and agricultural mortgage loans at  
December 31, 2014 and 2013, respectively.                                 

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MORTGAGE LOANS BY LOAN-TO-VALUE AND DEBT SERVICE COVERAGE RATIOS  
DECEMBER 31, 2014 

                                                        [Enlarge/Download Table]

                                                             DEBT SERVICE COVERAGE RATIO                          
                                              ----------------------------------------------------------          
                                                                                                  LESS    TOTAL   
                                               GREATER   1.8X TO   1.5X TO    1.2X TO  1.0X TO    THAN   MORTGAGE 
                                              THAN 2.0X   2.0X      1.8X       1.5X     1.2X      1.0X    LOANS   
LOAN-TO-VALUE RATIO:/(2)/                     ---------- -------- ---------- --------- -------- -------- ---------
                                                                         (IN MILLIONS)                            
                                                                                                                  
COMMERCIAL MORTGAGE LOANS/(1)/                                                                                    
  0% - 50%................................... $      335 $     -- $       -- $      59 $     34 $     -- $     428
  50% - 70%..................................        963      440        872       839       54       --     3,168
  70% - 90%..................................        211       --         61       265       79       --       616
  90% plus...................................        156       --         --        --       --       47       203
                                              ---------- -------- ---------- --------- -------- -------- ---------

Total Commercial Mortgage Loans.............. $    1,665 $    440 $      933 $   1,163 $    167 $     47 $   4,415
                                              ========== ======== ========== ========= ======== ======== =========
AGRICULTURAL MORTGAGE LOANS/(1)/                                                                                  
  0% - 50%................................... $      184 $    100 $      232 $     408 $    206 $     50 $   1,180
  50% - 70%..................................        143       87        201       223      204       47       905
  70% - 90%..................................         --       --         --        --       --       --        --
  90% plus...................................         --       --         --        --       --       --        --
                                              ---------- -------- ---------- --------- -------- -------- ---------

Total Agricultural Mortgage Loans............ $      327 $    187 $      433 $     631 $    410 $     97 $   2,085
                                              ========== ======== ========== ========= ======== ======== =========
TOTAL MORTGAGE LOANS/(1)/                                                                                         
  0% - 50%................................... $      519 $    100 $      232 $     467 $    240 $     50 $   1,608
  50% - 70%..................................      1,106      527      1,073     1,062      258       47     4,073
  70% - 90%..................................        211       --         61       265       79       --       616
  90% plus...................................        156       --         --        --       --       47       203
                                              ---------- -------- ---------- --------- -------- -------- ---------

Total Mortgage Loans......................... $    1,992 $    627 $    1,366 $   1,794 $    577 $    144 $   6,500
                                              ========== ======== ========== ========= ======== ======== =========

/(1)/The debt service coverage ratio is calculated using the most recently  
    reported net operating income results from property operations divided
by annual debt service.                                           
/(2)/The loan-to-value ratio is derived from current loan balance divided by
 the fair market value of the property. The fair market value of the
underlying commercial properties is updated annually.             

Mortgage Loans by Loan-to-Value and Debt Service Coverage Ratios  
December 31, 2013 

                                                        [Enlarge/Download Table]

                                                         Debt Service Coverage Ratio                     
                                              -------------------------------------------------          
                                                                                         Less    Total   
                                               Greater  1.8x to 1.5x to 1.2x to 1.0x to  than   Mortgage 
                                              than 2.0x  2.0x    1.8x    1.5x    1.2x    1.0x    Loans   
Loan-to-Value Ratio:/(2)/                     --------- ------- ------- ------- ------- ------- ---------
                                                                     (In Millions)                       
Commercial Mortgage Loans/(1)/                                                                           
                                                                                                         
0% - 50%..................................... $     285 $    -- $    -- $    -- $    36 $    -- $     321
50% - 70%....................................       360     573     671     533     135      --     2,272
70% - 90%....................................       116      --     313     240     105     219       993
90% plus.....................................       135      --      --      60      27      48       270
                                              --------- ------- ------- ------- ------- ------- ---------

Total Commercial Mortgage Loans.............. $     896 $   573 $   984 $   833 $   303 $   267 $   3,856
                                              ========= ======= ======= ======= ======= ======= =========

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                                                           Debt Service Coverage Ratio                        
                                              ------------------------------------------------------          
                                                                                              Less    Total   
                                               Greater   1.8x to  1.5x to   1.2x to  1.0x to  than   Mortgage 
                                              than 2.0x   2.0x     1.8x      1.5x     1.2x    1.0x    Loans   
Loan-to-Value Ratio:/(2)/                     ---------- -------- -------- --------- ------- ------- ---------
                                                                       (In Millions)                          
                                                                                                              
Agricultural Mortgage Loans/(1)/                                                                              
0% - 50%..................................... $      185 $     82 $    214 $     410 $   208 $    49 $   1,148
50% - 70%....................................        127       50      193       164     149      39       722
70% - 90%....................................         --       --       --        --      --      --        --
90% plus.....................................         --       --       --        --      --      --        --
                                              ---------- -------- -------- --------- ------- ------- ---------

Total Agricultural Mortgage Loans............ $      312 $    132 $    407 $     574 $   357 $    88 $   1,870
                                              ========== ======== ======== ========= ======= ======= =========

Total Mortgage Loans/(1)/                                                                                     
0% - 50%..................................... $      470 $     82 $    214 $     410 $   244 $    49 $   1,469
50% - 70%....................................        487      623      864       697     284      39     2,994
70% - 90%....................................        116       --      313       240     105     219       993
90% plus.....................................        135       --       --        60      27      48       270
                                              ---------- -------- -------- --------- ------- ------- ---------

Total Mortgage Loans......................... $    1,208 $    705 $  1,391 $   1,407 $   660 $   355 $   5,726
                                              ========== ======== ======== ========= ======= ======= =========

/(1)/The debt service coverage ratio is calculated using the most recently  
    reported net operating income results from property operations divided
by annual debt service.                                           
/(2)/The loan-to-value ratio is derived from current loan balance divided by
 the fair market value of the property. The fair market value of the
underlying commercial properties is updated annually.             

The following table provides information relating to the aging analysis of
past due mortgage loans at December 31, 2014 and 2013, respectively.      

AGE ANALYSIS OF PAST DUE MORTGAGE LOANS 

                                                        [Enlarge/Download Table]

                                                                                                  RECORDED       
                                                                                                 INVESTMENT      
                                                                                  TOTAL    (GREATER THAN) 90 DAYS
                       30-59    60-89        90 DAYS                            FINANCING           AND          
                       DAYS     DAYS    OR (GREATER THAN)   TOTAL    CURRENT   RECEIVABLES        ACCRUING       
                      -------- -------- ----------------- --------- ---------- ----------- ----------------------
                                                             (IN MILLIONS)                                       
                                                                                                                 
DECEMBER 31, 2014                                                                                                
-----------------                                                                                                

 Commercial.......... $     -- $     -- $              -- $      -- $    4,415 $     4,415 $                   --
 Agricultural........        1        7                 3        11      2,074       2,085                      3
                      -------- -------- ----------------- --------- ---------- ----------- ----------------------
TOTAL MORTGAGE LOANS. $      1 $      7 $               3 $      11 $    6,489 $     6,500 $                    3
                      ======== ======== ================= ========= ========== =========== ======================
December 31, 2013                                                                                                
-----------------                                                                                                

 Commercial.......... $     -- $     -- $              -- $      -- $    3,856 $     3,856 $                   --
 Agricultural........        5        4                14        23      1,847       1,870                     14
                      -------- -------- ----------------- --------- ---------- ----------- ----------------------
Total Mortgage Loans. $      5 $      4 $              14 $      23 $    5,703 $     5,726 $                   14
                      ======== ======== ================= ========= ========== =========== ======================

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  The following table provides information relating to impaired mortgage loans
at December 31, 2014 and 2013, respectively.                              

IMPAIRED MORTGAGE LOANS 

                                                        [Enlarge/Download Table]

                                                          UNPAID                   AVERAGE       INTEREST 
                                               RECORDED  PRINCIPAL    RELATED      RECORDED       INCOME  
                                              INVESTMENT  BALANCE    ALLOWANCE  INVESTMENT/(1)/ RECOGNIZED
                                              ---------- ---------- ----------  --------------  ----------
                                                                     (IN MILLIONS)                        
                                                                                                          
DECEMBER 31, 2014:                                                                                        
------------------                                                                                        

With no related allowance recorded:                                                                       
  Commercial mortgage loans -- other......... $       -- $       -- $       --  $           --  $       --
  Agricultural mortgage loans................         --         --         --              --          --
                                              ---------- ---------- ----------  --------------  ----------
TOTAL........................................ $       -- $       -- $       --  $           --  $       --
                                              ========== ========== ==========  ==============  ==========
With related allowance recorded:                                                                          
  Commercial mortgage loans -- other......... $      156 $      156 $      (37) $          148  $        2
  Agricultural mortgage loans................         --         --         --              --          --
                                              ---------- ---------- ----------  --------------  ----------
TOTAL........................................ $      156 $      156 $      (37) $          148  $        2
                                              ========== ========== ==========  ==============  ==========

December 31, 2013:                                                                                        
------------------                                                                                        

With no related allowance recorded:                                                                       
  Commercial mortgage loans -- other......... $       -- $       -- $       --  $           --  $       --
  Agricultural mortgage loans................         --         --         --               1          --
                                              ---------- ---------- ----------  --------------  ----------
Total........................................ $       -- $       -- $       --  $            1  $       --
                                              ========== ========== ==========  ==============  ==========
With related allowance recorded:                                                                          
  Commercial mortgage loans -- other......... $      135 $      135 $      (42) $          139  $        2
  Agricultural mortgage loans................         --         --         --              --          --
                                              ---------- ---------- ----------  --------------  ----------
Total........................................ $      135 $      135 $      (42) $          139  $        2
                                              ========== ========== ==========  ==============  ==========

/(1)/Represents a five-quarter average of recorded amortized cost.          

EQUITY REAL ESTATE                                                        

The Insurance Group's investment in equity real estate is through         
investments in real estate joint ventures.                                

EQUITY METHOD INVESTMENTS                                                 

Included in other equity investments are interests in limited partnership 
interests and investment companies accounted for under the equity method  
with a total carrying value of $1,490 million and $1,596 million,         
 respectively, at December 31, 2014 and 2013. Included in equity real estate
are interests in real estate joint ventures accounted for under the equity
method with a total carrying value of $1 million and $6 million,          
respectively, at December 31, 2014 and 2013. The Company's total equity in
net earnings (losses) for these real estate joint ventures and limited    
partnership interests was $206 million, $206 million and $170 million,    
respectively, for 2014, 2013 and 2012.                                    

DERIVATIVES AND OFFSETTING ASSETS AND LIABILITIES                         

The Company uses derivatives as part of its overall asset/liability risk  
 management primarily to reduce exposures to equity market and interest rate
  risks. Derivative hedging strategies are designed to reduce these risks from
an economic perspective and are all executed within the framework of a    
"Derivative Use Plan" approved by the NYSDFS. Operation of these hedging  
programs is based on models involving numerous estimates and assumptions, 
including, among others, mortality, lapse, surrender and withdrawal rates,
election rates, fund performance, market volatility and interest rates. A 
wide range of derivative contracts are used in these hedging programs,    
including exchange traded equity, currency and interest rate futures      
contracts, total return and/or other equity swaps, interest rate swap and 
floor contracts, swaptions, variance swaps as well as equity options, that
collectively are managed in an effort to reduce the economic impact of    
unfavorable changes in guaranteed benefits' exposures attributable to     
movements in the equity and fixed income markets.                         

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 Derivatives utilized to hedge exposure to Variable Annuities with Guarantee
Features                                                                  

The Company has issued and continues to offer certain variable annuity    
  products with GMDB, GMIB and GIB features. The Company had previously issued
certain variable annuity products with guaranteed withdrawal benefit for  
  life ("GWBL"), guaranteed minimum withdrawal benefit ("GMWB") and guaranteed
minimum accumulation benefit ("GMAB") features (collectively, "GWBL and   
other features"). The risk associated with the GMDB feature is that       
  under-performance of the financial markets could result in GMDB benefits, in
the event of death, being higher than what accumulated policyholders'     
  account balances would support. The risk associated with the GMIB feature is
 that under-performance of the financial markets could result in the present
value of GMIB benefits, in the event of annuitization, being higher than  
 what accumulated policyholders' account balances would support, taking into
  account the relationship between current annuity purchase rates and the GMIB
  guaranteed annuity purchase rates. The risk associated with the GIB and GWBL
 and other features is that under-performance of the financial markets could
result in the GIB and GWBL and other features' benefits being higher than 
what accumulated policyholders' account balances would support.           

  For GMDB, GMIB, GIB and GWBL and other features, the Company retains certain
risks including basis, credit spread and some volatility risk and risk    
 associated with actual versus expected assumptions for mortality, lapse and
  surrender, withdrawal and contractholder election rates, among other things.
 The derivative contracts are managed to correlate with changes in the value
of the GMDB, GMIB, GIB and GWBL and other features that result from       
financial markets movements. A portion of exposure to realized equity     
volatility is hedged using equity options and variance swaps and a portion
of exposure to credit risk is hedged using total return swaps on fixed    
income indices. The Company has also purchased reinsurance contracts to   
  mitigate the risks associated with GMDB features and the impact of potential
market fluctuations on future policyholder elections of GMIB features     
contained in certain annuity contracts issued by the Company.             

The Company has in place a hedge program to partially protect against     
declining interest rates with respect to a part of its projected variable 
annuity sales.                                                            

Derivatives utilized to hedge crediting rate exposure on SCS, SIO, MSO and
IUL products/investment options                                           

The Company hedges crediting rates in the Structured Capital Strategies(R)
("SCS") variable annuity, Structured Investment Option in the EQUI-VEST(R)
 variable annuity series ("SIO"), Market Stabilizer Option(R) ("MSO") in the
variable life insurance products and Indexed Universal Life ("IUL")       
 insurance products. These products permit the contract owner to participate
 in the performance of an index, ETF or commodity price movement up to a cap
for a set period of time. They also contain a protection feature, in which
  the Company will absorb, up to a certain percentage, the loss of value in an
index, ETF or commodity price, which varies by product segment.           

 In order to support the returns associated with these features, the Company
enters into derivative contracts whose payouts, in combination with fixed 
income investments, emulate those of the index, ETF or commodity price,   
subject to caps and buffers.                                              

Derivatives utilized to hedge risks associated with interest margins on   
Interest Sensitive Life and Annuity Contracts                             

Margins or "spreads" on interest-sensitive life insurance and annuity     
contracts are affected by interest rate fluctuations as the yield on      
portfolio investments, primarily fixed maturities, are intended to support
required payments under these contracts, including interest rates credited
to their policy and contract holders. The Company currently uses interest 
rate swaptions to reduce the risk associated with minimum guarantees on   
these interest-sensitive contracts.                                       

Derivatives utilized to hedge equity market risks associated with the     
General Account's investments in Separate Accounts                        

The Company's General Account investment in Separate Account equity funds 
 exposes the Company to equity market risk which is partially hedged through
equity-index futures contracts to minimize such risk.                     

Derivatives utilized for General Account Investment Portfolio             

 Beginning in the second quarter of 2013, the Company implemented a strategy
  in its General Account investment portfolio to replicate the credit exposure
of fixed maturity securities otherwise permissible under its investment   
  guidelines through the sale of credit default swaps ("CDS"). Under the terms
  of these swaps, the Company receives quarterly fixed premiums that, together
with any initial amount paid or received at trade inception, replicate the
credit spread otherwise currently obtainable by purchasing the referenced 
 entity's bonds of similar maturity. These credit derivatives have remaining
terms of five years or less and are recorded at fair value with changes in
 fair value, including the yield component that emerges from initial amounts
paid or received, reported in Net investment income (loss). The Company   
manages its credit exposure taking into consideration both cash and       
derivatives based positions and selects the reference entities in its     
replicated credit exposures in a manner consistent with its selection of  
fixed maturities. In addition, the Company has transacted the sale of CDSs
exclusively in single name reference entities of investment grade credit  
quality and with counterparties subject to collateral posting             

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requirements. If there is an event of default by the reference entity or  
  other such credit event as defined under the terms of the swap contract, the
Company is obligated to perform under the credit derivative and, at the   
  counterparty's option, either pay the referenced amount of the contract less
an auction-determined recovery amount or pay the referenced amount of the 
contract and receive in return the defaulted or similar security of the   
  reference entity for recovery by sale at the contract settlement auction. To
 date, there have been no events of default or circumstances indicative of a
deterioration in the credit quality of the named referenced entities to   
require or suggest that the Company will have to perform under these CDSs.
The maximum potential amount of future payments the Company could be      
 required to make under these credit derivatives is limited to the par value
of the referenced securities which is the dollar-equivalent of the        
derivative notional amount. The Standard North American CDS Contract      
 ("SNAC") under which the Company executes these CDS sales transactions does
not contain recourse provisions for recovery of amounts paid under the    
credit derivative.                                                        

Periodically, the Company purchases 30-year, Treasury Inflation Protected 
Securities ("TIPS") as General Account investments, and simultaneously    
enters into asset swap contracts ("ASW"), to result in payment of the     
variable principal at maturity and semi-annual coupons of the TIPS to the 
swap counterparty (pay variable) in return for fixed amounts (receive     
fixed). These ASWs, when considered in combination with the TIPS, together
result in a net position that is intended to replicate a fixed-coupon cash
bond with a yield higher than a term-equivalent U.S. Treasury bond.       

In third quarter of 2014, the Company implemented a strategy to hedge a   
portion of the credit exposure in its General Account investment portfolio
by buying protection through a swap. These are swaps on the "super senior 
tranche" of the investment grade credit default swap index ("CDX index"). 
Under the terms of these swaps, the Company pays quarterly fixed premiums 
 that, together with any initial amount paid or received at trade inception,
serve as premiums paid to hedge the risk arising from multiple defaults of
bonds referenced in the CDX index. These credit derivatives have remaining
terms of five years or less and are recorded at fair value with changes in
 fair value, including the yield component that emerges from initial amounts
paid or received, reported in Net investment income (loss) from derivative
instruments.                                                              

The tables below present quantitative disclosures about the Company's     
  derivative instruments, including those embedded in other contracts required
to be accounted for as derivative instruments.                            

DERIVATIVE INSTRUMENTS BY CATEGORY  
AT OR FOR THE YEAR ENDED DECEMBER 31, 2014  

                                                        [Enlarge/Download Table]

                                                                      FAIR VALUE                           
                                                            ------------------------------                 
                                                                                           GAINS (LOSSES)  
                                                NOTIONAL         ASSET        LIABILITY      REPORTED IN   
                                                 AMOUNT       DERIVATIVES    DERIVATIVES   EARNINGS (LOSS) 
                                              ------------- --------------- -------------- --------------- 
                                                                      (IN MILLIONS)                        
                                                                                                           
FREESTANDING DERIVATIVES:                                                                                  
Equity contracts:/(1)/                                                                                     
  Futures.................................... $       5,933 $             1 $            2 $          (522)
  Swaps......................................         1,169              22             15             (88)
  Options....................................         6,896           1,215            742             196 
Interest rate contracts:/(1)/                                                                              
  Floors.....................................         2,100             120             --               9 
  Swaps......................................        11,608             605             15           1,507 
  Futures....................................        10,647              --             --             459 
  Swaptions..................................         4,800              72             --              37 
Credit contracts:/(1)/                                                                                     
  Credit default swaps.......................         1,942               9             27               4 
Other freestanding contracts:/(1)/                                                                         
  Foreign currency Contracts.................           149               2             --               3 
                                                                                           --------------- 
NET INVESTMENT INCOME (LOSS).................                                                        1,605 
                                                                                           --------------- 

EMBEDDED DERIVATIVES:                                                                                      
GMIB reinsurance contracts...................            --          10,711             --           3,964 
GIB and GWBL and other features/(2)/.........            --              --            128            (128)
SCS, SIO, MSO and IUL indexed features/(3)/..            --              --            380            (199)
                                              ------------- --------------- -------------- --------------- 

Balances, December 31, 2014.................. $      45,244 $        12,757 $        1,309 $         5,242 
                                              ============= =============== ============== =============== 

/(1)/Reported in Other invested assets in the consolidated balance sheets.  
/(2)/Reported in Future policy benefits and other policyholders' liabilities
in the consolidated balance sheets.                               
/(3)/SCS and SIO indexed features are reported in Policyholders' account    
balances; MSO and IUL indexed features are reported in Future     
 policyholders' benefits and other policyholders' liabilities in the
consolidated balance sheets.                                      

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Derivative Instruments by Category  
At or For the Year Ended December 31, 2013  

                                                        [Enlarge/Download Table]

                                                                   Fair Value                         
                                                            -------------------------                 
                                                                                      Gains (Losses)  
                                                Notional       Asset      Liability     Reported In   
                                                 Amount     Derivatives  Derivatives  Earnings (Loss) 
                                              ------------- ------------ ------------ --------------- 
                                                                   (In Millions)                      
                                                                                                      
Freestanding derivatives:                                                                             
Equity contracts:/(1)/                                                                                
  Futures.................................... $       4,935 $         -- $          3 $        (1,434)
  Swaps......................................         1,293           --           51            (316)
  Options....................................         7,506        1,056          593             366 
Interest rate contracts:/(1)/                                                                         
  Floors.....................................         2,400          193           --              (5)
  Swaps......................................         9,823          216          212          (1,010)
  Futures....................................        10,763           --           --            (314)
  Swaptions..................................            --           --           --            (154)
Credit contracts:/(1)/                                                                                
  Credit default swaps.......................           342           10            1               4 
Other freestanding contracts:/(1)/                                                                    
  Foreign currency contracts.................           112            1            1              (3)
                                                                                      --------------- 
Net investment income (loss).................                                                  (2,866)
                                                                                      --------------- 

Embedded derivatives:                                                                                 
GMIB reinsurance contracts...................            --        6,746           --          (4,297)
GIB and GWBL and other features/(2)/.........            --           --           --             265 
SCS, SIO, MSO and IUL indexed features/(3)/..            --           --          346            (429)
                                              ------------- ------------ ------------ --------------- 
Balances, December 31, 2013.................. $      37,174 $      8,222 $      1,207 $        (7,327)
                                              ============= ============ ============ =============== 

/(1)/Reported in Other invested assets in the consolidated balance sheets.  
/(2)/Reported in Future policy benefits and other policyholders' liabilities
in the consolidated balance sheets.                               
/(3)/SCS and SIO indexed features are reported in Policyholders' account    
balances; MSO and IUL indexed features are reported in Future     
 policyholders' benefits and other policyholders' liabilities in the
consolidated balance sheets.                                      

EQUITY-BASED AND TREASURY FUTURES CONTRACTS                               

 All outstanding equity-based and treasury futures contracts at December 31,
2014 are exchange-traded and net settled daily in cash. At December 31,   
  2014, the Company had open exchange-traded futures positions on: (i) the S&P
500, Russell 2000, NASDAQ 100 and Emerging Market indices, having initial 
margin requirements of $229 million, (ii) the 2-year, 5-year and 10-year  
U.S. Treasury Notes on U.S. Treasury bonds and ultra-long bonds, and on   
Eurodollars futures, having initial margin requirements of $29 million and
(iii) the Euro Stoxx, FTSE 100, Topix and European, Australasia, and Far  
East ("EAFE") indices as well as corresponding currency futures on the    
Euro/U.S. dollar, Pound/U.S. dollar, and Yen/U.S. dollar, having initial  
margin requirements of $32 million.                                       

CREDIT RISK                                                               

 Although notional amount is the most commonly used measure of volume in the
  derivatives market, it is not used as a measure of credit risk. A derivative
 with positive fair value (a derivative asset) indicates existence of credit
  risk because the counterparty would owe money to the Company if the contract
  were closed at the reporting date. Alternatively, a derivative contract with
  negative fair value (a derivative liability) indicates the Company would owe
  money to the counterparty if the contract were closed at the reporting date.
To reduce credit exposures in OTC derivative transactions the Company     
generally enters into master agreements that provide for a netting of     
financial exposures with the counterparty and allow for collateral        
 arrangements as further described below under "ISDA Master Agreements." The
Company further controls and minimizes its counterparty exposure through a
credit appraisal and approval process.                                    

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ISDA MASTER AGREEMENTS                                                    

  NETTING PROVISIONS. The standardized "ISDA Master Agreement" under which the
Company conducts its OTC derivative transactions includes provisions for  
payment netting. In the normal course of business activities, if there is 
  more than one derivative transaction with a single counterparty, the Company
 will set-off the cash flows of those derivatives into a single amount to be
  exchanged in settlement of the resulting net payable or receivable with that
counterparty. In the event of default, insolvency, or other similar event 
  pre-defined under the ISDA Master Agreement that would result in termination
of OTC derivatives transactions before their maturity, netting procedures 
would be applied to calculate a single net payable or receivable with the 
counterparty.                                                             

  COLLATERAL ARRANGEMENTS. The Company generally has executed a Credit Support
 Annex ("CSA") under the ISDA Master Agreement it maintains with each of its
OTC derivative counterparties that requires both posting and accepting    
collateral either in the form of cash or high-quality securities, such as 
 U.S. Treasury securities or those issued by government agencies. These CSAs
are bilateral agreements that require collateral postings by the party    
"out-of-the-money" or in a net derivative liability position. Various     
thresholds for the amount and timing of collateralization of net liability
  positions are applicable. Consequently, the credit exposure of the Company's
  OTC derivative contracts is limited to the net positive estimated fair value
  of those contracts at the reporting date after taking into consideration the
existence of netting agreements and any collateral received pursuant to   
CSAs. Derivatives are recognized at fair value in the consolidated balance
sheets and are reported either as assets in Other invested assets or as   
liabilities in Other liabilities, except for embedded insurance-related   
derivatives as described above and derivatives transacted with a related  
counterparty. The Company nets the fair value of all derivative financial 
instruments with counterparties for which an ISDA Master Agreement and    
related CSA have been executed.                                           

  At December 31, 2014 and 2013, respectively, the Company held $1,225 million
and $607 million in cash and securities collateral delivered by trade     
counterparties, representing the fair value of the related derivative     
agreements. This unrestricted cash collateral is reported in Cash and cash
equivalents, and the obligation to return it is reported in Other         
 liabilities in the consolidated balance sheets. The aggregate fair value of
  all collateralized derivative transactions that were in a liability position
at December 31, 2014 and 2013, respectively, were $28 million and $42     
million, for which the Company posted collateral of $36 million and $35   
  million at December 31, 2014 and 2013, respectively, in the normal operation
of its collateral arrangements. Certain of the Company's ISDA Master      
Agreements contain contingent provisions that permit the counterparty to  
terminate the ISDA Master Agreement if the Company's credit rating falls  
below a specified threshold, however, the occurrence of such credit event 
would not impose additional collateral requirements.                      

SECURITIES REPURCHASE AND REVERSE REPURCHASE TRANSACTIONS                 

Securities repurchase and reverse repurchase transactions are conducted by
the Company under a standardized securities industry master agreement,    
amended to suit the specificities of each respective counterparty. These  
agreements generally provide detail as to the nature of the transaction,  
including provisions for payment netting, establish parameters concerning 
 the ownership and custody of the collateral securities, including the right
to substitute collateral during the term of the agreement, and provide for
remedies in the event of default by either party. Amounts due to/from the 
 same counterparty under these arrangements generally would be netted in the
event of default and subject to rights of set-off in bankruptcy. The      
Company's securities repurchase and reverse repurchase agreements are     
 accounted for as secured borrowing or lending arrangements and are reported
  in the consolidated balance sheets on a gross basis as Broker-dealer related
payables or receivables. The Company obtains or posts collateral generally
  in the form of cash, U.S. Treasury, or U.S. government and government agency
securities in an amount equal to 102%-105% of the fair value of the       
  securities to be repurchased or resold and monitors their market values on a
daily basis with additional collateral posted or obtained as necessary.   
Securities to be repurchased or resold are the same, or substantially the 
same, as those initially transacted under the arrangement. At December 31,
2014, the balance outstanding under securities repurchase and reverse     
repurchase transaction was $950 million. The Company utilized the funds   
received from these repurchase agreements to extend the duration of the   
assets within General Account investment portfolio. For other instruments 
 used to extend the duration of the General Account investment portfolio see
"Policyholders' Account Balances and Future Policy Benefits" included in  
Note 2.                                                                   

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The following table presents information about the Insurance Segment's    
  offsetting of financial assets and liabilities and derivative instruments at
December 31, 2014.                                                        

OFFSETTING OF FINANCIAL ASSETS AND LIABILITIES AND DERIVATIVE INSTRUMENTS 
AT DECEMBER 31, 2014  

                                                        [Enlarge/Download Table]

                                                               GROSS                       
                                                 GROSS        AMOUNTS       NET AMOUNTS    
                                                AMOUNTS    OFFSET IN THE  PRESENTED IN THE 
                                               RECOGNIZED  BALANCE SHEETS  BALANCE SHEETS  
                                              ------------ -------------- ---------------- 
                                                              (IN MILLIONS)                
                                                                                           
ASSETS/(1)/                                                                                
DESCRIPTION                                                                                
Derivatives:                                                                               
Equity contracts............................. $      1,236 $          753 $            483 
Interest rate contracts......................          755             12              743 
Credit contracts.............................            7             27              (20)
                                              ------------ -------------- ---------------- 
  Total Derivatives, subject to an ISDA                                                    
   Master Agreement..........................        1,998            792            1,206 
Total Derivatives, not subject to an ISDA                                                  
  Master Agreement...........................           40             --               40 
                                              ------------ -------------- ---------------- 
  Total Derivatives..........................        2,038            792            1,246 
Other financial instruments..................          732             --              732 
                                              ------------ -------------- ---------------- 
  Other invested assets...................... $      2,770 $          792 $          1,978 
                                              ============ ============== ================ 
LIABILITIES/(2)/                                                                           
DESCRIPTION                                                                                
Derivatives:                                                                               
Equity contracts............................. $        753 $          753 $             -- 
Interest rate contracts......................           12             12               -- 
Credit contracts.............................           27             27               -- 
                                              ------------ -------------- ---------------- 
  Total Derivatives, subject to an ISDA                                                    
   Master Agreement..........................          792            792               -- 
Total Derivatives, not subject to an ISDA                                                  
  Master Agreement...........................           --             --               -- 
                                              ------------ -------------- ---------------- 
  Total Derivatives..........................          792            792               -- 
Other financial liabilities..................        2,939             --            2,939 
                                              ------------ -------------- ---------------- 
  Other liabilities.......................... $      3,731 $          792 $          2,939 
                                              ============ ============== ================ 
Repurchase agreements........................          950             --              950 
Other broker-dealer related payables.........          551             --              551 
                                              ------------ -------------- ---------------- 
  Broker-dealer related payables............. $      1,501 $           -- $          1,501 
                                              ============ ============== ================ 

/(1)/Excludes Investment Management segment's $8 million net derivative     
assets and $158 million of securities borrowed.                   
/(2)/Excludes Investment Management segment's $9 million net derivative     
liability and $34 million of securities loaned.                   

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  The following table presents information about the Insurance segment's gross
  collateral amounts that are not offset in the consolidated balance sheets at
December 31, 2014.                                                        

GROSS COLLATERAL AMOUNTS NOT OFFSET IN THE CONSOLIDATED BALANCE SHEETS  
AT DECEMBER 31, 2014  

                                                        [Enlarge/Download Table]

                                                                  COLLATERAL (RECEIVED)/HELD                 
                                                NET AMOUNTS     -----------------------------                
                                              PRESENTED IN THE     FINANCIAL                        NET      
                                               BALANCE SHEETS     INSTRUMENTS        CASH         AMOUNTS    
                                              ----------------- --------------  -------------  --------------

                                                                       (IN MILLIONS)                         
                                                                                                             
ASSETS                                                                                                       
Counterparty A............................... $              62 $           --  $         (62) $           --
Counterparty B...............................               102             --            (95)              7
Counterparty C...............................               111             --           (110)              1
Counterparty D...............................               228             --           (224)              4
Counterparty E...............................                60             --            (59)              1
Counterparty F...............................                63             --            (60)              3
Counterparty G...............................               145           (145)            --              --
Counterparty H...............................                31            (31)            --              --
Counterparty I...............................               136             --           (134)              2
Counterparty J...............................                28             --            (22)              6
Counterparty K...............................                44             --            (44)             --
Counterparty L...............................               113           (113)            --              --
Counterparty M...............................                76             --            (68)              8
Counterparty N...............................                40             --             --              40
Counterparty Q...............................                 4             --             (4)             --
Counterparty T...............................                 3             --             (3)             --
                                              ----------------- --------------  -------------  --------------
  Total Derivatives.......................... $           1,246 $         (289) $        (885) $           72
Other financial instruments..................               732             --             --             732
                                              ----------------- --------------  -------------  --------------
  OTHER INVESTED ASSETS...................... $           1,978 $         (289) $        (885) $          804
                                              ================= ==============  =============  ==============

LIABILITIES                                                                                                  
Counterparty D............................... $             450 $         (450) $          --  $           --
Counterparty C...............................               500           (500)            --              --
Other Broker-dealer related payables.........               551             --             --             551
                                              ----------------- --------------  -------------  --------------
  BROKER-DEALER RELATED PAYABLES............. $           1,501 $         (950) $          --  $          551
                                              ================= ==============  =============  ==============

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The following table presents information about the Insurance segment's    
  offsetting of financial assets and liabilities and derivative instruments at
December 31, 2013.                                                        

Offsetting of Financial Assets and Liabilities and Derivative Instruments 
At December 31, 2013  

                                                        [Enlarge/Download Table]

                                                                 Gross                      
                                                  Gross         Amounts       Net Amounts   
                                                 Amounts     Offset in the  Presented in the
                                                Recognized   Balance Sheets  Balance Sheets 
                                              -------------- -------------- ----------------
                                                              (In Millions)                 
                                                                                            
ASSETS/(1)/                                                                                 
Description                                                                                 
Derivatives:                                                                                
Equity contracts............................. $        1,056 $          642 $            414
Interest rate contracts......................            344            211              133
Credit contracts.............................              9             --                9
  Total Derivatives, subject to an ISDA                                                     
   Master Agreement..........................          1,409            853              556
Total Derivatives, not subject to an ISDA                                                   
  Master Agreement...........................             64             --               64
                                              -------------- -------------- ----------------
  Total Derivatives..........................          1,473            853              620
Other financial instruments..................            733             --              733
                                              -------------- -------------- ----------------
  Other invested assets...................... $        2,206 $          853 $          1,353
                                              ============== ============== ================
LIABILITIES/(2)/                                                                            
Description                                                                                 
Derivatives:                                                                                
Equity contracts............................. $          642 $          642 $             --
Interest rate contracts......................            211            211               --
  Total Derivatives, subject to an ISDA                                                     
   Master Agreement..........................            853            853               --
Total Derivatives, not subject to an ISDA                                                   
  Master Agreement...........................             --             --               --
                                              -------------- -------------- ----------------
  Total Derivatives..........................            853            853               --
Other financial liabilities..................          2,653             --            2,653
                                              -------------- -------------- ----------------
  Other liabilities.......................... $        3,506 $          853 $          2,653
                                              ============== ============== ================

/(1)/Excludes Investment Management segment's $3 million net derivative     
assets and $84 million of securities borrowed.                    
/(2)/Excludes Investment Management segment's $8 million net derivative     
liability and $65 million of securities loaned.                   

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  The following table presents information about the Insurance segment's gross
  collateral amounts that are not offset in the consolidated balance sheets at
December 31, 2013.                                                        

Gross Collateral Amounts Not Offset in the Consolidated Balance Sheets  
At December 31, 2013  

                                                        [Enlarge/Download Table]

                                                                         Collateral (Received)/Held                 
                                                    Net Amounts         ----------------------------                
                                              Presented in the Balance    Financial                        Net      
                                                       Sheets            Instruments        Cash         Amounts    
                                              ------------------------  -------------  -------------  --------------
                                                                          (In Millions)                             
                                                                                                                    
Counterparty A............................... $                     46  $          --  $         (46) $           --
Counterparty B...............................                       17             --            (17)             --
Counterparty C...............................                       28             --            (28)             --
Counterparty D...............................                      175             --           (175)             --
Counterparty E...............................                       47             --            (47)             --
Counterparty F...............................                      (28)            --             28              --
Counterparty G...............................                      134           (134)            --              --
Counterparty H...............................                        4             --             (4)             --
Counterparty I...............................                       (2)            --              2              --
Counterparty J...............................                      (12)            --             12              --
Counterparty K...............................                       41             --            (38)              3
Counterparty L...............................                       72             --            (69)              3
Counterparty M...............................                       30             --            (30)             --
Counterparty N...............................                       64             --             --              64
Counterparty Q...............................                        4             --             (4)             --
                                              ------------------------  -------------  -------------  --------------
  Total Derivatives.......................... $                    620  $        (134) $        (416) $           70
Other financial instruments..................                      733             --             --             733
                                              ------------------------  -------------  -------------  --------------
  Other invested assets...................... $                  1,353  $        (134) $        (416) $          803
                                              ========================  =============  =============  ==============

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NET INVESTMENT INCOME (LOSS)                                              

The following table breaks out Net investment income (loss) by            
asset category:                                                         

                                                        [Enlarge/Download Table]

                                                          2014        2013        2012    
                                                       ----------  ----------  ---------- 
                                                                  (IN MILLIONS)           
                                                                                          

Fixed maturities...................................... $    1,431  $    1,462  $    1,529 
Mortgage loans on real estate.........................        306         284         264 
Equity real estate....................................          1           1          14 
Other equity investments..............................        202         234         189 
Policy loans..........................................        216         219         226 
Short-term investments................................          1           1          15 
Derivative investments................................      1,605      (2,866)       (978)
Broker-dealer related receivables.....................         15          14          14 
Trading securities....................................         61          48          85 
Other investment income...............................         32          34          33 
                                                       ----------  ----------  ---------- 
Gross investment income (loss)........................      3,870        (569)      1,391 
Investment expenses...................................        (53)        (57)        (50)
Interest expense......................................         (2)         (3)         (3)
                                                       ----------  ----------  ---------- 
Net Investment Income (Loss).......................... $    3,815  $     (629) $    1,338 
                                                       ==========  ==========  ========== 

For 2014, 2013 and 2012, respectively, Net investment income (loss) from  
derivatives included $899 million, $(2,829) million and $(232) million of 
realized gains (losses) on contracts closed during those periods and $706 
million, $(37) million and $(746) million of unrealized gains (losses) on 
derivative positions at each respective year end.                         

INVESTMENT GAINS (LOSSES), NET                                            

  Investment gains (losses), net including changes in the valuation allowances
and OTTI are as follows:                                                  

                                                        [Enlarge/Download Table]

                                                          2014        2013        2012    
                                                       ----------  ----------  ---------- 
                                                                  (IN MILLIONS)           
                                                                                          

Fixed maturities...................................... $      (54) $      (75) $      (89)
Mortgage loans on real estate.........................         (3)         (7)         (7)
Other equity investments..............................         (2)        (17)        (13)
Other.................................................          1          --          12 
                                                       ----------  ----------  ---------- 
Investment Gains (Losses), Net........................ $      (58) $      (99) $      (97)
                                                       ==========  ==========  ========== 

 For 2014, 2013 and 2012, respectively, investment results passed through to
certain participating group annuity contracts as interest credited to     
policyholders' account balances totaled $5 million, $8 million and $6     
million.                                                                  

4) GOODWILL AND OTHER INTANGIBLE ASSETS                                         

The carrying value of goodwill related to AllianceBernstein totaled $3,562
 million and $3,504 million at December 31, 2014 and 2013, respectively. The
Company annually tests this goodwill for recoverability at December 31,   
first by comparing the fair value of its investment in AllianceBernstein, 
the reporting unit, to its carrying value and further by measuring the    
amount of impairment loss only if the result indicates a potential        
impairment. The Company also assesses this goodwill for recoverability at 
each interim reporting period in consideration of facts and circumstances 
that may indicate a shortfall of the fair value of its investment in      
AllianceBernstein as compared to its carrying value and thereby require   
re-performance of its annual impairment testing.                          

The Company primarily uses a discounted cash flow valuation technique to  
  measure the fair value of its investment in AllianceBernstein for purpose of
goodwill impairment testing. The cash flows used in this technique are    
sourced from AllianceBernstein's current business plan and projected      
thereafter over the estimated life of the goodwill asset by applying an   
annual growth rate assumption. The present value amount that results from 
discounting these expected cash flows is then adjusted to reflect the     
noncontrolling interest in AllianceBernstein as well as taxes incurred at 
 the Company level in order to determine the fair value of its investment in
AllianceBernstein. At December 31, 2014                                   

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 and 2013, the Company determined that goodwill was not impaired as the fair
 value of its investment in AllianceBernstein exceeded its carrying value at
 each respective date. Similarly, no impairments resulted from the Company's
   interim assessments of goodwill recoverability during the periods then ended.

  The gross carrying amount of AllianceBernstein related intangible assets was
$610 million and $583 million at December 31, 2014 and 2013, respectively 
  and the accumulated amortization of these intangible assets was $411 million
and $384 million at December 31, 2014 and 2013, respectively. Amortization
expense related to the AllianceBernstein intangible assets totaled $27    
 million, $24 million and $24 million for 2014, 2013 and 2012, respectively,
and estimated amortization expense for each of the next five years is     
expected to be approximately $28 million.                                 

 At December 31, 2014 and 2013, respectively, net deferred sales commissions
 totaled $118 million and $71 million and are included within the Investment
Management segment's Other assets. The estimated amortization expense of  
  deferred sales commissions, based on the December 31, 2014 net asset balance
for each of the next five years is $43 million, $35 million, $27 million, 
$13 million and $0 million. AllianceBernstein tests the deferred sales    
commission asset for impairment quarterly by comparing undiscounted future
cash flows to the recorded value, net of accumulated amortization. Each   
 quarter, significant assumptions used to estimate the future cash flows are
updated to reflect management's consideration of current market conditions
on expectations made with respect to future market levels and redemption  
rates. As of December 31, 2014, AllianceBernstein determined that the     
deferred sales commission asset was not impaired.                         

On June 20, 2014, AllianceBernstein acquired an approximate 82% ownership 
interest in CPH Capital Fondsmaeglerselskab A/S ("CPH"), a Danish asset   
management firm that managed approximately $3,000 million in global core  
  equity assets for institutional investors, for a cash payment of $64 million
and a contingent consideration payable of $9 million. The excess of the   
 purchase price over the fair value of identifiable assets acquired resulted
in the recognition of $58 million of goodwill. AllianceBernstein recorded 
$24 million of definite-lived intangible assets relating to               
 separately-managed account relationships and $4 million of indefinite-lived
intangible assets relating to an acquired fund's investment contract.     
AllianceBernstein also recorded redeemable non-controlling interest of $17
million relating to the fair value of the portion of CPH AllianceBernstein
does not own.                                                             

On December 12, 2013, AllianceBernstein acquired W.P. Stewart & Co., Ltd. 
  ("WPS"), an equity investment manager that, as of December 31, 2013, managed
approximately $2,000 million in U.S., Global and EAFE concentrated growth 
equity strategies for clients, primarily in the U.S. and Europe. On the   
  acquisition date, AllianceBernstein made a cash payment of $12 per share for
the approximate 4.9 million WPS shares outstanding and issued to WPS      
shareholders transferable Contingent Value Rights ("CVRs") entitling the  
 holders to an additional $4 per share if the assets under management in the
  acquired WPS investment services reach $5,000 million on or before the third
anniversary of the acquisition date. The excess of the purchase price over
the fair value of identifiable assets acquired resulted in the recognition
of $32 million of goodwill. AllianceBernstein also recorded $8 million of 
indefinite-lived intangible assets relating to the acquired fund's        
investment contracts and $14 million of definite-lived intangible assets  
 relating to separately managed account relationships. As of the acquisition
date, AllianceBernstein recorded a contingent consideration payable of $17
million in regard to the CVRs.                                            

Capitalized Software                                                      

Capitalized software, net of accumulated amortization, amounted to $163   
million and $163 million at December 31, 2014 and 2013, respectively.     
Amortization of capitalized software in 2014, 2013 and 2012 were $50      
million, $119 million (including $45 million of accelerated amortization) 
and $77 million, respectively.                                            

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5) CLOSED BLOCK                                                                 

Summarized financial information for the AXA Equitable Closed Block is as 
follows:                                                                  

                                                        [Enlarge/Download Table]

                                                                                     DECEMBER 31,        
                                                                              ---------------------------
                                                                                  2014          2013     
                                                                              ------------ --------------
                                                                                     (IN MILLIONS)       
                                                                                                         
CLOSED BLOCK LIABILITIES:                                                                                
Future policy benefits, policyholders' account balances and other............ $      7,537 $        7,716
Policyholder dividend obligation.............................................          201            128
Other liabilities............................................................          117            144
                                                                              ------------ --------------
Total Closed Block liabilities............................................... $      7,855 $        7,988
                                                                              ------------ --------------
ASSETS DESIGNATED TO THE CLOSED BLOCK:                                                                   
Fixed maturities, available for sale, at fair value (amortized cost of $4,829                            
   and $4,987)............................................................... $      5,143 $        5,232
Mortgage loans on real estate................................................        1,407          1,343
Policy loans.................................................................          912            949
Cash and other invested assets...............................................           14             48
Other assets.................................................................          176            186
                                                                              ------------ --------------
Total assets designated to the Closed Block..................................        7,652          7,758
                                                                              ------------ --------------
Excess of Closed Block liabilities over assets designated to the                                         
  Closed Block...............................................................          203            230
Amounts included in accumulated other comprehensive                                                      
  income (loss):                                                                                         
  Net unrealized investment gains (losses), net of deferred                                              
   income tax (expense) benefit of $(43) and $(45) and                                                   
   policyholder dividend obligation of $(201) and $(128).....................           80             83
                                                                              ------------ --------------
Maximum Future Earnings To Be Recognized From Closed Block                                               
  Assets and Liabilities..................................................... $        283 $          313
                                                                              ============ ==============

AXA Equitable's Closed Block revenues and expenses follow:                

                                                        [Enlarge/Download Table]

                                                                2014        2013        2012    
                                                             ----------  ----------  ---------- 
                                                                        (IN MILLIONS)           
                                                                                                
REVENUES:                                                                                       
Premiums and other income................................... $      273  $      286  $      316 
Investment income (loss)....................................        378         402         420 
Net investment gains (losses)...............................         (4)        (11)         (9)
                                                             ----------  ----------  ---------- 
Total revenues..............................................        647         677         727 
                                                             ----------  ----------  ---------- 

BENEFITS AND OTHER DEDUCTIONS:                                                                  
Policyholders' benefits and dividends.......................        597         637         724 
Other operating costs and expenses..........................          4           1          -- 
                                                             ----------  ----------  ---------- 
Total benefits and other deductions.........................        601         638         724 
                                                             ----------  ----------  ---------- 
Net revenues, before income taxes...........................         46          39           3 
Income tax (expense) benefit................................        (16)        (14)         (1)
                                                             ----------  ----------  ---------- 
Net Revenues (Losses)....................................... $       30  $       25  $        2 
                                                             ==========  ==========  ========== 

   A reconciliation of AXA Equitable's policyholder dividend obligation follows:

                                                                [Download Table]

                                                             DECEMBER 31,     
                                                        --------------------- 
                                                           2014       2013    
                                                        ---------- ---------- 
                                                            (IN MILLIONS)     
                                                                              

Balances, beginning of year............................ $      128 $      373 
Unrealized investment gains (losses)...................         73       (245)
                                                        ---------- ---------- 
Balances, End of year.................................. $      201 $      128 
                                                        ========== ========== 

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6) CONTRACTHOLDER BONUS INTEREST CREDITS                                        

 Changes in the deferred asset for contractholder bonus interest credits are
as follows:                                                               

                                                        [Enlarge/Download Table]

                                                                       DECEMBER 31,      
                                                                  ---------------------- 
                                                                     2014        2013    
                                                                  ----------  ---------- 
                                                                       (IN MILLIONS)     
                                                                                         

Balance, beginning of year....................................... $      518  $      621 
Contractholder bonus interest                                                            
   credits deferred..............................................         15          18 
Amortization charged to income...................................       (150)       (121)
                                                                  ----------  ---------- 
Balance, End of Year............................................. $      383  $      518 
                                                                  ==========  ========== 

7) FAIR VALUE DISCLOSURES                                                       

Assets and liabilities measured at fair value on a recurring basis are    
summarized below. Fair value measurements also are required on a          
non-recurring basis for certain assets, including goodwill, mortgage loans
  on real estate, equity real estate held for production of income, and equity
real estate held for sale, only when an OTTI or other event occurs. When  
such fair value measurements are recorded, they must be classified and    
  disclosed within the fair value hierarchy. At December 31, 2014 and 2013, no
 assets were required to be measured at fair value on a non-recurring basis.

FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2014  

                                                        [Enlarge/Download Table]

                                                   LEVEL 1        LEVEL 2        LEVEL 3        TOTAL    
                                               --------------  -------------  ------------- ------------ 
                                                                     (IN MILLIONS)                       
                                                                                                         
ASSETS                                                                                                   
Investments:                                                                                             
  Fixed maturities, available-for-sale:                                                                  
   Corporate.................................. $           --  $      21,840  $         380 $     22,220 
   U.S. Treasury, government and agency.......             --          7,331             --        7,331 
   States and political subdivisions..........             --            472             47          519 
   Foreign governments........................             --            446             --          446 
   Commercial mortgage-backed.................             --             20            715          735 
   Residential mortgage-backed/(1)/...........             --            793              2          795 
   Asset-backed/(2)/..........................             --             46             53           99 
   Redeemable preferred stock.................            254            635             --          889 
                                               --------------  -------------  ------------- ------------ 
     Subtotal.................................            254         31,583          1,197       33,034 
                                               --------------  -------------  ------------- ------------ 
  Other equity investments....................            217             --             61          278 
  Trading securities..........................            710          4,433             --        5,143 
  Other invested assets:                                                                                 
   Short-term investments.....................             --            103             --          103 
   Swaps......................................             --            597             --          597 
   Credit Default Swaps.......................             --            (18)            --          (18)
   Futures....................................             (2)            --             --           (2)
   Options....................................             --            473             --          473 
   Floors.....................................             --            120             --          120 
   Currency Contracts.........................             --              1             --            1 
   Swaptions..................................             --             72             --           72 
                                               --------------  -------------  ------------- ------------ 
     Subtotal.................................             (2)         1,348             --        1,346 
                                               --------------  -------------  ------------- ------------ 
Cash equivalents..............................          2,725             --             --        2,725 
Segregated securities.........................             --            476             --          476 
GMIB reinsurance contracts....................             --             --         10,711       10,711 
Separate Accounts' assets.....................        107,539          3,072            260      110,871 
                                               --------------  -------------  ------------- ------------ 
   Total Assets............................... $      111,443  $      40,912  $      12,229 $    164,584 
                                               ==============  =============  ============= ============ 

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FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2014  

                                                        [Enlarge/Download Table]

                                                 LEVEL 1      LEVEL 2      LEVEL 3       TOTAL    
                                              ------------- ------------ ------------ ------------
                                                                 (IN MILLIONS)                    
                                                                                                  
LIABILITIES                                                                                       
GWBL and other features' liability........... $          -- $         -- $        128 $        128
SCS, SIO, MSO and IUL indexed                                                                     
   features' liability.......................            --          380           --          380
                                              ------------- ------------ ------------ ------------
   Total Liabilities......................... $          -- $        380 $        128 $        508
                                              ============= ============ ============ ============

/(1)/Includes publicly traded agency pass-through securities and            
collateralized obligations.                                       
/(2)/Includes credit-tranched securities collateralized by sub-prime        
mortgages and other asset types and credit tenant loans.          

Fair Value Measurements at December 31, 2013  

                                                        [Enlarge/Download Table]

                                                 Level 1    Level 2   Level 3     Total   
                                               ----------  ---------  -------- ---------- 
                                                              (In Millions)               
                                                                                          
Assets                                                                                    
Investments:                                                                              
  Fixed maturities, available-for-sale:                                                   
   Corporate.................................. $       --  $  22,400  $    291 $   22,691 
   U.S. Treasury, government and agency.......         --      3,129        --      3,129 
   States and political subdivisions..........         --        431        46        477 
   Foreign governments........................         --        433        --        433 
   Commercial mortgage-backed.................         --         16       700        716 
   Residential mortgage-backed/(1)/...........         --        943         4        947 
   Asset-backed/(2)/..........................         --         56        83        139 
   Redeemable preferred stock.................        216        656        15        887 
                                               ----------  ---------  -------- ---------- 
     Subtotal.................................        216     28,064     1,139     29,419 
                                               ----------  ---------  -------- ---------- 
  Other equity investments....................        233          9        52        294 
  Trading securities..........................        529      3,692        --      4,221 
  Other invested assets:                                                                  
   Short-term investments.....................         --         99        --         99 
   Swaps......................................         --        (45)       --        (45)
   Credit Default Swaps.......................         --          9        --          9 
   Futures....................................         (2)        --        --         (2)
   Options....................................         --        463        --        463 
   Floors.....................................         --        193        --        193 
                                               ----------  ---------  -------- ---------- 
     Subtotal.................................         (2)       719        --        717 
                                               ----------  ---------  -------- ---------- 
Cash equivalents..............................      1,310         --        --      1,310 
Segregated securities.........................         --        981        --        981 
GMIB reinsurance contracts....................         --         --     6,747      6,747 
Separate Accounts' assets.....................    105,579      2,948       237    108,764 
                                               ----------  ---------  -------- ---------- 
   Total Assets............................... $  107,865  $  36,413  $  8,175 $  152,453 
                                               ==========  =========  ======== ========== 

Liabilities                                                                               
GWBL and other features' liability............ $       --  $      --  $     -- $       -- 
SCS, SIO, MSO and IUL indexed                                                             
   features' liability........................         --        346        --        346 
                                               ----------  ---------  -------- ---------- 
   Total Liabilities.......................... $       --  $     346  $     -- $      346 
                                               ==========  =========  ======== ========== 

/(1)/Includes publicly traded agency pass-through securities and            
collateralized obligations.                                       
/(2)/Includes credit-tranched securities collateralized by sub-prime        
mortgages and other asset types and credit tenant loans.          

 At December 31, 2014 and 2013, respectively, the fair value of public fixed
maturities is approximately $24,779 million and $21,671 million or        
  approximately 16.2% and 15.0% of the Company's total assets measured at fair
value on a recurring basis (excluding GMIB reinsurance contracts and      
  segregated securities measured at fair value on a recurring basis). The fair
  values of the Company's public fixed maturity securities are generally based
on prices obtained from independent valuation service providers and for   
which the Company maintains a vendor hierarchy by asset type based on     
historical pricing experience and vendor expertise. Although each security
generally is priced by                                                    

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multiple independent valuation service providers, the Company ultimately  
uses the price received from the independent valuation service provider   
highest in the vendor hierarchy based on the respective asset type, with  
limited exception. To validate reasonableness, prices also are internally 
reviewed by those with relevant expertise through comparison with directly
observed recent market trades. Consistent with the fair value hierarchy,  
public fixed maturity securities validated in this manner generally are   
 reflected within Level 2, as they are primarily based on observable pricing
for similar assets and/or other market observable inputs. If the pricing  
information received from independent valuation service providers is not  
 reflective of market activity or other inputs observable in the market, the
 Company may challenge the price through a formal process in accordance with
the terms of the respective independent valuation service provider        
 agreement. If, as a result, it is determined that the independent valuation
 service provider is able to reprice the security in a manner agreed as more
consistent with current market observations, the security remains within  
Level 2. Alternatively, a Level 3 classification may result if the pricing
 information then is sourced from another vendor, non-binding broker quotes,
or internally-developed valuations for which the Company's own assumptions
about market-participant inputs would be used in pricing the security.    

  At December 31, 2014 and 2013, respectively, the fair value of private fixed
maturities is approximately $8,255 million and $7,748 million or          
approximately 5.4% and 5.4% of the Company's total assets measured at fair
value on a recurring basis. The fair values of the Company's private fixed
maturities are determined from prices obtained from independent valuation 
  service providers. Prices not obtained from an independent valuation service
provider are determined by using a discounted cash flow model or a market 
comparable company valuation technique. In certain cases, these models use
observable inputs with a discount rate based upon the average of spread   
 surveys collected from private market intermediaries who are active in both
primary and secondary transactions, taking into account, among other      
factors, the credit quality and industry sector of the issuer and the     
reduced liquidity associated with private placements. Generally, these    
securities have been reflected within Level 2. For certain private fixed  
maturities, the discounted cash flow model or a market comparable company 
 valuation technique may also incorporate unobservable inputs, which reflect
  the Company's own assumptions about the inputs market participants would use
in pricing the asset. To the extent management determines that such       
unobservable inputs are significant to the fair value measurement of a    
security, a Level 3 classification generally is made.                     

  As disclosed in Note 3, at December 31, 2014 and 2013, respectively, the net
fair value of freestanding derivative positions is approximately $1,243   
 million and $617 million or approximately 92.3% and 86.1% of Other invested
assets measured at fair value on a recurring basis. The fair values of the
  Company's derivative positions are generally based on prices obtained either
from independent valuation service providers or derived by applying market
inputs from recognized vendors into industry standard pricing models. The 
majority of these derivative contracts are traded in the Over-The-Counter 
 ("OTC") derivative market and are classified in Level 2. The fair values of
derivative assets and liabilities traded in the OTC market are determined 
using quantitative models that require use of the contractual terms of the
  derivative instruments and multiple market inputs, including interest rates,
prices, and indices to generate continuous yield or pricing curves,       
  including overnight index swap ("OIS") curves, and volatility factors, which
then are applied to value the positions. The predominance of market inputs
  is actively quoted and can be validated through external sources or reliably
interpolated if less observable. If the pricing information received from 
  independent valuation service providers is not reflective of market activity
or other inputs observable in the market, the Company may challenge the   
price through a formal process in accordance with the terms of the        
 respective independent valuation service provider agreement. If as a result
 it is determined that the independent valuation service provider is able to
  reprice the derivative instrument in a manner agreed as more consistent with
current market observations, the position remains within Level 2.         
Alternatively, a Level 3 classification may result if the pricing         
 information then is sourced from another vendor, non-binding broker quotes,
or internally-developed valuations for which the Company's own assumptions
about market-participant inputs would be used in pricing the security.    

The credit risk of the counterparty and of the Company are considered in  
determining the fair values of all OTC derivative asset and liability     
positions, respectively, after taking into account the effects of master  
netting agreements and collateral arrangements. Each reporting period, the
Company values its derivative positions using the standard swap curve and 
  evaluates whether to adjust the embedded credit spread to reflect changes in
counterparty or its own credit standing. As a result, the Company reduced 
the fair value of its OTC derivative asset exposures by $0.1 million and  
$0.4 million at December 31, 2014 and 2013, respectively, to recognize    
  incremental counterparty non-performance risk. The unadjusted swap curve was
determined to be reflective of the non-performance risk of the Company for
purpose of determining the fair value of its OTC liability positions at   
December 31, 2014.                                                        

  At December 31, 2014 and 2013, respectively, investments classified as Level
  1 comprise approximately 72.7% and 74.5% of assets measured at fair value on
 a recurring basis and primarily include redeemable preferred stock, trading
securities, cash equivalents and Separate Accounts assets. Fair value     
measurements classified as Level 1 include exchange-traded prices of fixed
  maturities, equity securities and derivative contracts, and net asset values
 for transacting subscriptions and redemptions of mutual fund shares held by
Separate Accounts. Cash equivalents classified as Level 1 include money   
market accounts, overnight commercial paper and highly liquid debt        
  instruments purchased with an original maturity of three months or less, and
are carried at cost as a proxy for fair value measurement due to their    
short-term nature.                                                        

  At December 31, 2014 and 2013, respectively, investments classified as Level
  2 comprise approximately 26.4% and 24.5% of assets measured at fair value on
a recurring basis and primarily include U.S. government and agency        
  securities and certain corporate debt securities, such as public and private
fixed maturities. As market quotes generally are not readily available or 
accessible for these securities, their fair value measures are determined 
utilizing relevant information generated by market transactions involving 
comparable securities and often are based on model pricing                

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  techniques that effectively discount prospective cash flows to present value
using appropriate sector-adjusted credit spreads commensurate with the    
security's duration, also taking into consideration issuer-specific credit
 quality and liquidity. Segregated securities classified as Level 2 are U.S.
Treasury Bills segregated by AllianceBernstein in a special reserve bank  
custody account for the exclusive benefit of brokerage customers, as      
required by Rule 15c3-3 of the Exchange Act and for which fair values are 
based on quoted yields in secondary markets.                              

Observable inputs generally used to measure the fair value of securities  
classified as Level 2 include benchmark yields, reported secondary trades,
issuer spreads, benchmark securities and other reference data. Additional 
observable inputs are used when available, and as may be appropriate, for 
certain security types, such as prepayment, default, and collateral       
information for the purpose of measuring the fair value of mortgage- and  
asset-backed securities. At December 31, 2014 and 2013, respectively,     
approximately $821 million and $970 million of AAA-rated mortgage- and    
asset-backed securities are classified as Level 2 for which the           
observability of market inputs to their pricing models is supported by    
sufficient, albeit more recently contracted, market activity in these     
sectors.                                                                  

 The Company's SCS and EQUI-VEST variable annuity products, the IUL product,
and in the MSO fund available in some life contracts offer investment     
  options which permit the contract owner to participate in the performance of
 an index, ETF or commodity price. These investment options, which depending
 on the product and on the index selected can currently have 1, 3, or 5 year
terms, provide for participation in the performance of specified indices, 
ETFs or commodity price movement up to a segment-specific declared maximum
rate. Under certain conditions that vary by product, e.g. holding these   
segments for the full term, these segments also shield policyholders from 
some or all negative investment performance associated with these indices,
ETFs or commodity prices. These investment options have defined formulaic 
liability amounts, and the current values of the option component of these
  segment reserves are accounted for as Level 2 embedded derivatives. The fair
values of these embedded derivatives are based on prices obtained from    
independent valuation service providers.                                  

  At December 31, 2014 and 2013, respectively, investments classified as Level
  3 comprise approximately 1.0% and 1.0% of assets measured at fair value on a
 recurring basis and primarily include commercial mortgage-backed securities
("CMBS") and corporate debt securities, such as private fixed maturities. 
Determinations to classify fair value measures within Level 3 of the      
valuation hierarchy generally are based upon the significance of the      
 unobservable factors to the overall fair value measurement. Included in the
Level 3 classification at December 31, 2014 and 2013, respectively, were  
approximately $135 million and $150 million of fixed maturities with      
indicative pricing obtained from brokers that otherwise could not be      
corroborated to market observable data. The Company applies various       
due-diligence procedures, as considered appropriate, to validate these    
 non-binding broker quotes for reasonableness, based on its understanding of
 the markets, including use of internally-developed assumptions about inputs
a market participant would use to price the security. In addition,        
approximately $770 million and $787 million of mortgage- and asset-backed 
securities, including CMBS, are classified as Level 3 at December 31, 2014
and 2013, respectively. The Company utilizes prices obtained from an      
independent valuation service vendor to measure fair value of CMBS        
securities.                                                               

The Company also issues certain benefits on its variable annuity products 
that are accounted for as derivatives and are also considered Level 3. The
GMWB feature allows the policyholder to withdraw at minimum, over the life
of the contract, an amount based on the contract's benefit base. The GWBL 
feature allows the policyholder to withdraw, each year for the life of the
  contract, a specified annual percentage of an amount based on the contract's
benefit base. The GMAB feature increases the contract account value at the
end of a specified period to a GMAB base. The GIB feature provides a      
lifetime annuity based on predetermined annuity purchase rates if and when
the contract account value is depleted. This lifetime annuity is based on 
predetermined annuity purchase rates applied to a GIB base.               

  Level 3 also includes the GMIB reinsurance contract asset which is accounted
for as derivative contracts. The GMIB reinsurance contract asset's fair   
 value reflects the present value of reinsurance premiums and recoveries and
 risk margins over a range of market consistent economic scenarios while the
  GIB and GWBL and other features related liability reflects the present value
  of expected future payments (benefits) less fees, adjusted for risk margins,
attributable to the GIB and GWBL and other features over a range of       
market-consistent economic scenarios. The valuations of both the GMIB     
reinsurance contract asset and GIB and GWBL and other features' liability 
incorporate significant non-observable assumptions related to policyholder
  behavior, risk margins and projections of equity Separate Account funds. The
credit risks of the counterparty and of the Company are considered in     
determining the fair values of its GMIB reinsurance contract asset and GIB
  and GWBL and other features' liability positions, respectively, after taking
 into account the effects of collateral arrangements. Incremental adjustment
to the swap curve, adjusted for non-performance risk, is made to the      
resulting fair values of the GMIB reinsurance contract asset to reflect   
change in the claims-paying ratings of counterparties to the reinsurance  
  treaties. After giving consideration to collateral arrangements, the Company
reduced the fair value of its GMIB reinsurance contract asset by $147     
million and $133 million at December 31, 2014 and 2013, respectively, to  
  recognize incremental counterparty non-performance risk. The unadjusted swap
 curve was determined to reflect a level of general swap market counterparty
 risk; therefore, no adjustment was made for purpose of determining the fair
 value of the GIB and GWBL and other features' liability embedded derivative
at December 31, 2014. Equity and fixed income volatilities were modeled to
reflect the current market volatility.                                    

In second quarter 2014, the Company refined the fair value calculation of 
the GMIB reinsurance contract asset and GWBL, GIB and GMAB liabilities,   
utilizing scenarios that explicitly reflect risk free bond and equity     
  components separately (previously aggregated and including counterparty risk
  premium embedded in swap rates) and stochastic interest rates for projecting
and discounting cash flows (previously a single yield curve). The net     
impacts of these refinements were a $510 million increase to the GMIB     
reinsurance contract asset and a $37 million increase in the GWBL, GIB and
GMAB liability which are reported in the Company's consolidated statements
of Earnings (Loss) as Increase (decrease) in the fair value of the        
reinsurance contract asset and Policyholders' benefits, respectively.     

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In 2014, AFS fixed maturities with fair values of $82 million were        
transferred out of Level 3 and into Level 2 principally due to the        
 availability of trading activity and/or market observable inputs to measure
 and validate their fair values. In addition, AFS fixed maturities with fair
value of $15 million were transferred from Level 2 into the Level 3       
classification. These transfers in the aggregate represent approximately  
0.5% of total equity at December 31, 2014.                                

In 2013, AFS fixed maturities with fair values of $37 million were        
transferred out of Level 3 and into Level 2 principally due to the        
 availability of trading activity and/or market observable inputs to measure
 and validate their fair values. In addition, AFS fixed maturities with fair
value of $20 million were transferred from Level 2 into the Level 3       
classification. These transfers in the aggregate represent approximately  
0.4% of total equity at December 31, 2013. One of the Company's private   
securities went public and as a result, $20 million was transferred from a
 Level 3 classification to a Level 1 classification. In 2013, $9 million was
  transferred from a Level 3 classification to a Level 2 classification due to
merger of one of the private securities with a public company that had a  
trading restriction period at December 31, 2013.                          

The table below presents a reconciliation for all Level 3 assets and      
liabilities at December 31, 2014 and 2013, respectively.                  

LEVEL 3 INSTRUMENTS 
FAIR VALUE MEASUREMENTS 

                                                        [Enlarge/Download Table]

                                                           STATE AND                                               
                                                           POLITICAL             COMMERCIAL  RESIDENTIAL           
                                                             SUB-      FOREIGN   MORTGAGE-    MORTGAGE-    ASSET-  
                                                CORPORATE  DIVISIONS    GOVTS      BACKED      BACKED      BACKED  
                                                ---------  ---------  --------  -----------  -----------  -------- 

                                                                           (IN MILLIONS)                           
                                                                                                                   
BALANCE, JANUARY 1, 2014....................... $     291  $      46  $     --  $       700  $         4  $     83 
Total gains (losses), realized and                                                                                 
  unrealized, included in:                                                                                         
   Earnings (loss) as:                                                                                             
     Net investment income (loss)..............         2         --        --            2           --        -- 
     Investment gains (losses), net............         3         --        --          (89)          --        -- 
                                                ---------  ---------  --------  -----------  -----------  -------- 
       Subtotal................................         5         --        --          (87)          --        -- 
                                                ---------  ---------  --------  -----------  -----------  -------- 
   Other comprehensive income (loss)...........         6          2        --          135           --         7 
Purchases......................................       162         --        --           --           --        -- 
Sales..........................................      (30)        (1)        --         (20)          (2)      (37) 
Transfers into Level 3/(1)/....................        15         --        --           --           --        -- 
Transfers out of Level 3/(1)/..................      (69)         --        --         (13)           --        -- 
                                                ---------  ---------  --------  -----------  -----------  -------- 
BALANCE, DECEMBER 31, 2014..................... $     380  $      47  $     --  $       715  $         2  $     53 
                                                =========  =========  ========  ===========  ===========  ======== 

BALANCE, JANUARY 1, 2013....................... $     355  $      50  $     19  $       900  $         9  $    113 
Total gains (losses), realized and                                                                                 
  unrealized, included in:                                                                                         
   Earnings (loss) as:                                                                                             
     Net investment income (loss)..............         2         --        --           --           --        -- 
     Investment gains (losses), net............         5         --        --          (68)          --        -- 
                                                ---------  ---------  --------  -----------  -----------  -------- 
       Subtotal................................ $       7  $      --  $     --  $       (68) $        --  $     -- 
                                                ---------  ---------  --------  -----------  -----------  -------- 
   Other comprehensive income (loss)...........        (1)        (3)       (2)          13           (1)        3 
Purchases......................................        70         --        --           31           --        -- 
Sales..........................................      (150)        (1)      (17)        (160)          (4)      (22)
Transfers into Level 3/(1)/....................        20         --        --           --           --        -- 
Transfers out of Level 3/(1)/..................       (10)        --        --          (16)          --       (11)
                                                ---------  ---------  --------  -----------  -----------  -------- 
BALANCE, DECEMBER 31, 2013..................... $     291  $      46  $     --  $       700  $         4  $     83 
                                                =========  =========  ========  ===========  ===========  ======== 

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Level 3 Instruments 
Fair Value Measurements 

                                                        [Enlarge/Download Table]

                                                           State and                                           
                                                           Political           Commercial  Residential         
                                                             Sub-     Foreign  Mortgage-    Mortgage-   Asset- 
                                                Corporate  divisions   Govts     backed      backed     backed 
                                                ---------  ---------  -------  ----------  -----------  ------ 
                                                                         (In Millions)                         
                                                                                                               
BALANCE, JANUARY 1, 2012....................... $     432  $      53  $    22  $      902  $        14  $  172 
Total gains (losses), realized and unrealized,                                                                 
  included in:                                                                                                 
     Earnings (loss) as:                                                                                       
     Net investment income (loss)..............         2         --       --           2           --      -- 
     Investment gains (losses), net............         4         --       --        (105)          --      -- 
                                                ---------  ---------  -------  ----------  -----------  ------ 
 Subtotal......................................         6         --       --        (103)          --      -- 
                                                ---------  ---------  -------  ----------  -----------  ------ 
Other comprehensive income (loss)..............        15         (1)      --         128           --       4 
Purchases......................................        --         --       --          --           --      -- 
Sales..........................................       (47)        (2)      --         (27)          (5)    (25)
Transfers into Level 3/(1)/....................        17         --       --          --           --      -- 
Transfers out of Level 3/(1)/..................       (68)        --       (3)         --           --     (38)
                                                ---------  ---------  -------  ----------  -----------  ------ 
BALANCE, DECEMBER 31, 2012..................... $     355  $      50  $    19  $      900  $         9  $  113 
                                                =========  =========  =======  ==========  ===========  ====== 

                                                        [Enlarge/Download Table]

                                                                                                      GWBL    
                                                REDEEMABLE       OTHER          GMIB      SEPARATE  AND OTHER 
                                                PREFERRED       EQUITY       REINSURANCE  ACCOUNTS  FEATURES  
                                                  STOCK     INVESTMENTS/(2)/    ASSET      ASSETS   LIABILITY 
                                                ----------  ---------------  -----------  --------  --------- 
                                                                        (IN MILLIONS)                         
                                                                                                              
BALANCE, JANUARY 1, 2014....................... $       15  $            52  $     6,747  $    237  $      -- 
Total gains (losses), realized and                                                                            
  unrealized, included in:                                                                                    
   Earnings (loss) as:                                                                                        
     Net investment income (loss)..............         --                3           --        --         -- 
     Investment gains (losses), net............         --                1           --        15         -- 
     Increase (decrease) in the fair value                                                                    
       of reinsurance contracts................         --               --        3,774        --         -- 
     Policyholders' benefits...................         --               --           --        --         (8)
                                                ----------  ---------------  -----------  --------  --------- 
  Subtotal.....................................         --                4        3,744        15         (8)
                                                ----------  ---------------  -----------  --------  --------- 
Other comprehensive income (loss)..............         --               --           --        --         -- 
Purchases......................................         --                8          225        16        136 
Sales..........................................        (15)              (1)         (35)       (3)        -- 
Settlements....................................         --               --           --        (5)        -- 
Transfers into Level 3/(1)/....................         --               --           --        --         -- 
Transfers out of Level 3/(1)/..................         --               (2)          --        --         -- 
                                                ----------  ---------------  -----------  --------  --------- 
BALANCE, DECEMBER 31, 2014..................... $       --  $            61  $    10,711  $    260  $     128 
                                                ==========  ===============  ===========  ========  ========= 

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                                                        [Enlarge/Download Table]

                                                                                                      GWBL    
                                                Redeemable      Other          GMIB      Separate   and Other 
                                                Preferred      Equity       Reinsurance  Accounts   Features  
                                                  Stock    Investments/(2)/    Asset      Assets    Liability 
                                                ---------- ---------------  -----------  --------  ---------- 
                                                                        (In Millions)                         
                                                                                                              
BALANCE, JANUARY 1, 2013....................... $       15 $            77  $    11,044  $    224  $      265 
Total gains (losses), realized and                                                                            
  unrealized, included in:                                                                                    
   Earnings (loss) as:                                                                                        
     Net investment income (loss)..............         --              10           --        --          -- 
     Investment gains (losses), net............         --              (7)          --        10          -- 
     Increase (decrease) in the fair value                                                                    
       of reinsurance contracts................         --              --       (4,496)       --          -- 
     Policyholders' benefits...................         --              --           --        --        (351)
                                                ---------- ---------------  -----------  --------  ---------- 
  Subtotal..................................... $       -- $             3  $    (4,496) $     10  $     (351)
                                                ---------- ---------------  -----------  --------  ---------- 
Other comprehensive income (loss)..............         --              --           --        (1)         -- 
Purchases......................................         --               4          237         6          86 
Sales..........................................         --              (3)         (38)       (3)         -- 
Settlements....................................         --              --           --        (2)         -- 
Transfers into Level 3/(1)/....................         --              --           --         3          -- 
Transfers out of Level 3/(1)/..................         --             (29)          --        --          -- 
                                                ---------- ---------------  -----------  --------  ---------- 
BALANCE, DECEMBER 31, 2013..................... $       15 $            52  $     6,747  $    237  $       -- 
                                                ========== ===============  ===========  ========  ========== 

                                                        [Enlarge/Download Table]

                                                                                                                   GWBL     
                                                Redeemable        Other        Other       GMIB       Separate   and Other  
                                                Preferred        Equity       Invested  Reinsurance   Accounts   Features   
                                                  Stock     Investments/(2)/   Assets      Asset       Assets    Liability  
                                                ----------- ----------------- --------  ------------ ---------  ----------- 
                                                                               (In Millions)                                
                                                                                                                            
BALANCE, JANUARY 1, 2012....................... $        14 $              77 $     (2) $     10,547 $     215  $       291 
Total gains (losses), realized and                                                                                          
  unrealized, included in:                                                                                                  
   Earnings (loss) as:                                                                                                      
     Investment gains (losses), net............          --                --       --            --         8           -- 
     Increase (decrease) in the fair value                                                                                  
       of reinsurance contracts................          --                --       --           315        --           -- 
     Policyholders' benefits...................          --                --       --            --        --          (77)
                                                ----------- ----------------- --------  ------------ ---------  ----------- 
  Subtotal.....................................          --                --       --           315         8          (77)
                                                ----------- ----------------- --------  ------------ ---------  ----------- 
Other comprehensive income (loss)..............           1                --        2            --        --           -- 
Purchases......................................          --                --       --           182         6           51 
Sales..........................................          --                --       --            --        (2)          -- 
Settlements....................................          --                --       --            --        (3)          -- 
                                                ----------- ----------------- --------  ------------ ---------  ----------- 
BALANCE, DECEMBER 31, 2012..................... $        15 $              77 $     --  $     11,044 $     224  $       265 
                                                =========== ================= ========  ============ =========  =========== 

/(1)/Transfers into/out of Level 3 classification are reflected at          
beginning-of-period fair values.                                  
/(2)/Includes Trading securities' Level 3 amount.                           

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The table below details changes in unrealized gains (losses) for 2014 and 
2013 by category for Level 3 assets and liabilities still held at         
December 31, 2014 and 2013, respectively:                                 

                                                        [Enlarge/Download Table]

                                                               EARNINGS (LOSS)                                    
                                                --------------------------------------------                      
                                                   NET     INVESTMENT        INCREASE                             
                                                INVESTMENT   GAINS    (DECREASE) IN THE FAIR             POLICY-  
                                                  INCOME   (LOSSES),   VALUE OF REINSURANCE              HOLDERS' 
                                                  (LOSS)      NET           CONTRACTS            OCI     BENEFITS 
                                                ---------- ---------- ----------------------  --------- --------- 

                                                                          (IN MILLIONS)                           
                                                                                                                  
LEVEL 3 INSTRUMENTS                                                                                               
FULL YEAR 2014                                                                                                    
STILL HELD AT DECEMBER 31, 2014:                                                                                  
  Change in unrealized gains (losses):                                                                            
   Fixed maturities, available-for- sale:                                                                         
     Corporate................................. $       -- $       --  $                  --  $       6 $      -- 
     State and political subdivisions..........         --         --                     --          2        -- 
     Commercial mortgage- backed...............         --         --                     --        112        -- 
     Asset-backed..............................         --         --                     --          7        -- 
     Other fixed maturities,                                                                                      
       available-for-sale......................         --         --                     --         --        -- 
                                                ---------- ----------  ---------------------  --------- --------- 
       Subtotal................................ $       -- $       --  $                  --  $     127 $      -- 
                                                ---------- ----------  ---------------------  --------- --------- 
   GMIB reinsurance contracts..................         --         --                  3,964         --        -- 
   Separate Accounts' assets...................         --         15                     --         --        -- 
   GWBL and other features' liability..........         --         --                     --         --       128 
                                                ---------- ----------  ---------------------  --------- --------- 
       Total................................... $       -- $       15  $               3,964  $     127 $     128 
                                                ========== ==========  =====================  ========= ========= 

Level 3 Instruments                                                                                               
Full Year 2013                                                                                                    
Still Held at December 31, 2013:                                                                                  
  Change in unrealized gains (losses):                                                                            
   Fixed maturities, available-for- sale:                                                                         
     Corporate................................. $       -- $       --  $                  --  $     (2) $      -- 
     State and political subdivisions..........         --         --                     --        (4)        -- 
     Commercial mortgage- backed...............         --         --                     --          6        -- 
     Asset-backed..............................         --         --                     --          4        -- 
     Other fixed maturities,                                                                                      
       available-for-sale......................         --         --                     --         --        -- 
                                                ---------- ----------  ---------------------  --------- --------- 
       Subtotal................................ $       -- $       --  $                  --  $       4 $      -- 
                                                ---------- ----------  ---------------------  --------- --------- 
     GMIB reinsurance contracts................         --         --                 (4,297)        --        -- 
     Separate Accounts' assets.................         --         10                     --         --        -- 
     GWBL and other features' liability........         --         --                     --         --      (265)
                                                ---------- ----------  ---------------------  --------- --------- 
       Total................................... $       -- $       10  $              (4,297) $       4 $    (265)
                                                ========== ==========  =====================  ========= ========= 

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The following table discloses quantitative information about Level 3 fair 
  value measurements by category for assets and liabilities as of December 31,
2014 and 2013, respectively.                                              

QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS  
DECEMBER 31, 2014 

                                                        [Enlarge/Download Table]

                                FAIR         VALUATION                                                           
                                VALUE        TECHNIQUE         SIGNIFICANT UNOBSERVABLE INPUT         RANGE      
                               ------- ---------------------- --------------------------------- -----------------
ASSETS:                                                      (IN MILLIONS)                                       
                                                                                                                 
Investments:                                                                                                     
  Fixed maturities,                                                                                              
   available-for-sale:                                                                                           
   Corporate.................. $    75 Matrix pricing model                                                      
                                                              Spread over the industry-specific                  
                                                                          benchmark yield curve  0 BPS - 590 BPS 

                                   132 Market comparable                          Discount rate                  
                                         companies                                                11.2% - 15.2%  
-----------------------------------------------------------------------------------------------------------------

   Asset-backed...............       5 Matrix pricing model                    Spread over U.S.                  
                                                                                 Treasury curve 30 BPS - 687 BPS 
-----------------------------------------------------------------------------------------------------------------

   Other equity investments...      20 Market comparable                       Revenue multiple    2.0X - 3.5X   
                                         companies                                Discount rate       18.0%      
                                                                                 Discount years         2        
-----------------------------------------------------------------------------------------------------------------

Separate Accounts' assets.....     234 Third party appraisal                Capitalization rate       5.2%       
                                                                       Exit capitalization rate       6.2%       
                                                                                  Discount rate       7.1%       

                                     7 Discounted cash flow                    Spread over U.S.                  
                                                                           Treasury curve Gross 238 BPS - 395 BPS
                                                                          domestic product rate    0.0% - 2.4%   
                                                                                Discount factor    1.3% - 5.4%   
-----------------------------------------------------------------------------------------------------------------

GMIB reinsurance contracts....  10,711 Discounted cash flow                         Lapse Rates    1.0% - 8.0%   
                                                                               Withdrawal rates    0.2% - 8.0%   
                                                                         GMIB Utilization Rates   0.0% - 15.0%   
                                                                           Non-performance risk  5 BPS - 16 BPS  
                                                                      Volatility rates - Equity   9.0% - 34.0%   
-----------------------------------------------------------------------------------------------------------------

LIABILITIES:                                                                                                     
GMWB/GWBL/(1)/................ $   107 Discounted cash flow                         Lapse Rates    1.0% - 8.0%   
                                                                               Withdrawal rates    0.0% - 7.0%   
                                                                      Volatility rates - Equity   9.0% - 34.0%   
-----------------------------------------------------------------------------------------------------------------

/(1)/Excludes GMAB and GIB liabilities.                                     

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Quantitative Information about Level 3 Fair Value Measurements  
December 31, 2013 

                                                        [Enlarge/Download Table]

                                Fair         Valuation                                                           
                                Value        Technique         Significant Unobservable Input         Range      
                                ------ ---------------------- --------------------------------- -----------------
                                                              (In Millions)                                      
                                                                                                                 
Assets:                                                                                                          
Investments:                                                                                                     
  Fixed maturities,                                                                                              
   available-for-sale:                                                                                           
   Corporate................... $   54 Matrix pricing model                                                      
                                                              Spread over the industry-specific                  
                                                                          benchmark yield curve 125 bps - 550 bps
-----------------------------------------------------------------------------------------------------------------

   Residential mortgage-backed.      1 Matrix pricing model                    Spread over U.S.                  
                                                                                 Treasury curve      45 bps      
-----------------------------------------------------------------------------------------------------------------

   Asset-backed................      7 Matrix pricing model                    Spread over U.S.                  
                                                                                 Treasury curve 30 bps - 687 bps 
-----------------------------------------------------------------------------------------------------------------

   Other equity investments....     52 Market comparable                   Revenue multiple R&D    1.2x - 4.9x   
                                         companies                            multiple Discount   1.1x - 17.1x   
                                                                                  rate Discount       18.0%      
                                                                        years Discount for lack         1        
                                                                           of marketability and                  
                                                                                   risk factors   50.0% - 60.0%  
-----------------------------------------------------------------------------------------------------------------

Separate Accounts' assets......    215 Third party appraisal           Capitalization rate Exit       5.4%       
                                                                                 capitalization       6.4%       
                                                                             rate Discount rate       7.4%       

                                    11 Discounted cash flow                    Spread over U.S.                  
                                                                           Treasury curve Gross 256 bps - 434 bps
                                                                               domestic product    0.0% - 2.3%   
                                                                           rate Discount factor    3.3% - 6.8%   
-----------------------------------------------------------------------------------------------------------------

GMIB reinsurance contracts.....  6,747 Discounted cash flow              Lapse Rates Withdrawal    1.0% - 8.0%   
                                                                         Rates GMIB Utilization    0.2% - 8.0%   
                                                                          Rates Non-performance   0.0% - 15.0%   
                                                                        risk Volatility rates -  7 bps - 21 bps  
                                                                                         Equity   20.0% - 33.0%  
-----------------------------------------------------------------------------------------------------------------

Liabilities:                                                                                                     
GMWB/GWBL/(1)/................. $   61 Discounted cash flow              Lapse Rates Withdrawal    1.0% - 8.0%   
                                                                       Rates Volatility rates -    0.0% - 7.0%   
                                                                                         Equity   20.0% - 33.0%  
-----------------------------------------------------------------------------------------------------------------

/(1)/Excludes GMAB and GIB liabilities.                                     

 Excluded from the tables above at December 31, 2014 and 2013, respectively,
are approximately $1,045 million and $1,088 million Level 3 fair value    
  measurements of investments for which the underlying quantitative inputs are
not developed by the Company and are not readily available. The fair value
measurements of these Level 3 investments comprise approximately 68.8% and
  76.2% of total assets classified as Level 3 and represent only 0.7% and 0.8%
 of total assets measured at fair value on a recurring basis at December 31,
2014 and 2013 respectively. These investments primarily consist of certain
privately placed debt securities with limited trading activity, including 
commercial mortgage-, residential mortgage- and asset-backed instruments, 
and their fair values generally reflect unadjusted prices obtained from   
independent valuation service providers and indicative, non-binding quotes
 obtained from third-party broker-dealers recognized as market participants.
Significant increases or decreases in the fair value amounts received from
these pricing sources may result in the Company's reporting significantly 
higher or lower fair value measurements for these Level 3 investments.    

Included in the tables above at December 31, 2014 and 2013, respectively, 
are approximately $207 million and $54 million fair value of privately    
 placed, available-for-sale corporate debt securities classified as Level 3.
 The fair value of private placement securities is determined by application
of a matrix pricing model or a market comparable company value technique, 
 representing approximately 54.5% and 18.6% of the total fair value of Level
 3 securities in the corporate fixed maturities asset class. The significant
unobservable input to the matrix pricing model valuation technique is the 
spread over the industry-specific benchmark yield curve. Generally, an    
  increase or decrease in spreads would lead to directionally inverse movement
in the fair value measurements of these securities. The significant       
unobservable input to the market comparable company valuation technique is
the discount rate. Generally, a significant increase (decrease) in the    
discount rate would result in significantly lower (higher) fair value     
measurements of these securities.                                         

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Residential mortgage-backed securities classified as Level 3 primarily    
consist of non-agency paper with low trading activity. Included in the    
tables above at December 31, 2014 and 2013, are approximately 0.0% and    
25.0%, respectively, of the total fair value of these Level 3 securities  
that is determined by application of a matrix pricing model and for which 
  the spread over the U.S. Treasury curve is the most significant unobservable
input to the pricing result. Generally, a change in spreads would lead to 
directionally inverse movement in the fair value measurements of these    
securities.                                                               

Asset-backed securities classified as Level 3 primarily consist of        
non-agency mortgage loan trust certificates, including subprime and Alt-A 
  paper, credit tenant loans, and equipment financings. Included in the tables
above at December 31, 2014 and 2013, are approximately 9.4% and 8.4%,     
respectively, of the total fair value of these Level 3 securities that is 
  determined by application of a matrix pricing model and for which the spread
over the U.S. Treasury curve is the most significant unobservable input to
the pricing result. Significant increases (decreases) in spreads would    
result in significantly lower (higher) fair value measurements.           

 Other equity investments classified as Level 3 primarily consist of private
 venture capital fund investments of AllianceBernstein for which fair values
are adjusted to reflect expected exit values as evidenced by financing and
  sale transactions with third parties or when consideration of other factors,
 such as current company performance and market conditions, is determined by
 management to require valuation adjustment. Significant increase (decrease)
in isolation in the underlying enterprise value to revenue multiple and   
 enterprise value to R&D investment multiple, if applicable, would result in
significantly higher (lower) fair value measurement. Significant increase 
(decrease) in the discount rate would result in a significantly lower     
(higher) fair value measurement. Significant increase (decrease) in       
isolation in the discount factor ascribed for lack of marketability and   
  various risk factors would result in significantly lower (higher) fair value
 measurement. Changes in the discount factor generally are not correlated to
changes in the value multiples. Also classified as Level 3 at December 31,
2014 and 2013, respectively, are approximately $31 million and $30 million
private venture capital fund-of-fund investments of AllianceBernstein for 
  which fair value is estimated using the capital account balances provided by
  the partnerships. The interests in these partnerships cannot be redeemed. As
of December 31, 2014 and 2013, AllianceBernstein's aggregate unfunded     
commitments to these investments were approximately $3 million and $10    
million, respectively.                                                    

  Separate Accounts' assets classified as Level 3 in the table at December 31,
2014 and 2013, primarily consist of a private real estate fund with a fair
value of approximately $234 million and $215 million, a private equity    
 investment with a fair value of approximately $2 million and $4 million and
mortgage loans with fair value of approximately $5 million and $7 million,
  respectively. A third party appraisal valuation technique is used to measure
the fair value of the private real estate investment fund, including      
consideration of observable replacement cost and sales comparisons for the
underlying commercial properties, as well as the results from applying a  
 discounted cash flow approach. Significant increase (decrease) in isolation
 in the capitalization rate and exit capitalization rate assumptions used in
the discounted cash flow approach to the appraisal value would result in a
higher (lower) measure of fair value. A discounted cash flow approach is  
  applied to determine the private equity investment for which the significant
unobservable assumptions are the gross domestic product rate formula and a
discount factor that takes into account various risks, including the      
 illiquid nature of the investment. A significant increase (decrease) in the
  gross domestic product rate would have a directionally inverse effect on the
fair value of the security. With respect to the fair value measurement of 
mortgage loans a discounted cash flow approach is applied, a significant  
  increase (decrease) in the assumed spread over U.S. Treasuries would produce
a lower (higher) fair value measurement. Changes in the discount rate or  
factor used in the valuation techniques to determine the fair values of   
these private equity investments and mortgage loans generally are not     
correlated to changes in the other significant unobservable inputs.       
 Significant increase (decrease) in isolation in the discount rate or factor
would result in significantly lower (higher) fair value measurements. The 
  remaining Separate Accounts' investments classified as Level 3 excluded from
 the table consist of mortgage- and asset-backed securities with fair values
of approximately $11 million and $8 million at December 31, 2014 and $3   
 million and $7 million at December 31, 2013, respectively. These fair value
measurements are determined using substantially the same valuation        
techniques as earlier described above for the Company's General Account   
investments in these securities.                                          

Significant unobservable inputs with respect to the fair value measurement
of the Level 3 GMIB reinsurance contract asset and the Level 3 liabilities
 identified in the table above are developed using Company data. Validations
of unobservable inputs are performed to the extent the Company has        
  experience. When an input is changed the model is updated and the results of
each step of the model are analyzed for reasonableness.                   

The significant unobservable inputs used in the fair value measurement of 
the Company's GMIB reinsurance contract asset are lapse rates, withdrawal 
 rates and GMIB utilization rates. Significant increases in GMIB utilization
rates or decreases in lapse or withdrawal rates in isolation would tend to
increase the GMIB reinsurance contract asset.                             

Fair value measurement of the GMIB reinsurance contract asset includes    
  dynamic lapse and GMIB utilization assumptions whereby projected contractual
  lapses and GMIB utilization reflect the projected net amount of risks of the
contract. As the net amount of risk of a contract increases, the assumed  
lapse rate decreases and the GMIB utilization increases. Increases in     
volatility would increase the asset.                                      

The significant unobservable inputs used in the fair value measurement of 
 the Company's GMWB and GWBL liability are lapse rates and withdrawal rates.
Significant increases in withdrawal rates or decreases in lapse rates in  
 isolation would tend to increase these liabilities. Increases in volatility
would increase these liabilities.                                         

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The carrying values and fair values at December 31, 2014 and 2013 for     
financial instruments not otherwise disclosed in Notes 3 and 12 are       
 presented in the table below. Certain financial instruments are exempt from
the requirements for fair value disclosure, such as insurance liabilities 
other than financial guarantees and investment contracts, limited         
partnerships accounted for under the equity method and pension and other  
postretirement obligations.                                               

                                                        [Enlarge/Download Table]

                                                                                FAIR VALUE                  
                                                   CARRYING   ----------------------------------------------
                                                    VALUE       LEVEL 1    LEVEL 2     LEVEL 3      TOTAL   
                                                 ------------ ----------- ---------- ------------ ----------

                                                                        (IN MILLIONS)                       
                                                                                                            
December 31, 2014:                                                                                          
Mortgage loans on real estate................... $      6,463 $        -- $       -- $      6,617 $    6,617
Loans to affiliates.............................        1,087          --        810          393      1,203
Policyholders liabilities: Investment contracts.        2,799          --         --        2,941      2,941
Policy loans....................................        3,408          --         --        4,406      4,406
Short-term debt.................................          200          --        212           --        212
December 31, 2013:                                                                                          
Mortgage loans on real estate................... $      5,684 $        -- $       -- $      5,716 $    5,716
Loans to affiliates.............................        1,088          --        800          398      1,198
Policyholders liabilities: Investment contracts.        2,435          --         --        2,523      2,523
Policy loans....................................        3,434          --         --        4,316      4,316
Long-term debt..................................          200          --        225           --        225
Loans from affiliates...........................          825          --        969           --        969

Fair values for commercial and agricultural mortgage loans on real estate 
 are measured by discounting future contractual cash flows to be received on
the mortgage loan using interest rates at which loans with similar        
characteristics and credit quality would be made. The discount rate is    
derived from taking the appropriate U.S. Treasury rate with a like term to
the remaining term of the loan and adding a spread reflective of the risk 
premium associated with the specific loan. Fair values for mortgage loans 
anticipated to be foreclosed and problem mortgage loans are limited to the
fair value of the underlying collateral, if lower.                        

 Fair values for the Company's long-term debt are determined from quotations
provided by brokers knowledgeable about these securities and internally   
 assessed for reasonableness. The fair values of the Company's borrowing and
  lending arrangements with AXA affiliated entities are determined in the same
  manner as for such transactions with third parties, including matrix pricing
models for debt securities and discounted cash flow analysis for mortgage 
loans.                                                                    

The fair value of policy loans is calculated by discounting expected cash 
  flows based upon the U.S. treasury yield curve and historical loan repayment
patterns.                                                                 

  The fair values for the Company's association plans contracts, supplementary
contracts not involving life contingencies ("SCNILC"), deferred annuities 
  and certain annuities, which are included in Policyholder's account balances
are estimated using projected cash flows discounted at rates reflecting   
 current market rates. Significant unobservable inputs reflected in the cash
 flows include lapse rates and withdrawal rates. Incremental adjustments may
be made to the fair value to reflect non-performance risk. Certain other  
products such as Access Accounts and FHLBNY funding agreements are held at
book value.                                                               

8) GMDB, GMIB, GIB, GWBL AND OTHER FEATURES AND NO LAPSE GUARANTEE FEATURES     

    A) Variable Annuity Contracts -- GMDB, GMIB, GIB and GWBL and Other Features

 The Company has certain variable annuity contracts with GMDB, GMIB, GIB and
GWBL and other features in-force that guarantee one of the following:     

.   Return of Premium: the benefit is the greater of current account
value or premiums paid (adjusted for withdrawals);          

.   Ratchet: the benefit is the greatest of current account value,  
    premiums paid (adjusted for withdrawals), or the highest account
         value on any anniversary up to contractually specified ages (adjusted
for withdrawals);                                           

.   Roll-Up: the benefit is the greater of current account value or 
         premiums paid (adjusted for withdrawals) accumulated at contractually
specified interest rates up to specified ages;              

.   Combo: the benefit is the greater of the ratchet benefit or the 
      roll-up benefit, which may include either a five year or an annual
reset; or                                                   

   .   Withdrawal: the withdrawal is guaranteed up to a maximum amount per
year for life.                                              

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The following table summarizes the GMDB and GMIB liabilities, before      
reinsurance ceded, reflected in the General Account in future policy      
benefits and other policyholders' liabilities:                            

                                                                [Download Table]

                                                GMDB     GMIB    TOTAL  
                                              -------  -------  ------- 
                                                    (IN MILLIONS)       
                                                                        

Balance at January 1, 2012................... $ 1,593  $ 4,130  $ 5,723 
  Paid guarantee benefits....................    (288)     (77)    (365)
  Other changes in reserve...................     467      508      975 
                                              -------  -------  ------- 
Balance at December 31, 2012.................   1,772    4,561    6,333 
  Paid guarantee benefits....................    (237)    (325)    (562)
  Other changes in reserve...................      91      (33)      58 
                                              -------  -------  ------- 
Balance at December 31, 2013.................   1,626    4,203    5,829 
  Paid guarantee benefits....................    (231)    (220)    (451)
  Other changes in reserve...................     334    1,661    1,995 
                                              -------  -------  ------- 
Balance at December 31, 2014................. $ 1,729  $ 5,644  $ 7,373 
                                              =======  =======  ======= 

Related GMDB reinsurance ceded amounts were:                              

                                                                [Download Table]

                                                            GMDB      
                                                        ------------- 
                                                        (IN MILLIONS) 
                                                                      

Balance at January 1, 2012............................. $         716 
  Paid guarantee benefits..............................          (127)
  Other changes in reserve.............................           255 
                                                        ------------- 
Balance at December 31, 2012...........................           844 
  Paid guarantee benefits..............................          (109)
  Other changes in reserve.............................            56 
                                                        ------------- 
Balance at December 31, 2013...........................           791 
  Paid guarantee benefits..............................          (114)
  Other changes in reserve.............................           155 
                                                        ------------- 
Balance at December 31, 2014........................... $         832 
                                                        ============= 

The GMIB reinsurance contracts are considered derivatives and are reported
at fair value.                                                            

  The December 31, 2014 values for variable annuity contracts in force on such
date with GMDB and GMIB features are presented in the following table. For
contracts with the GMDB feature, the net amount at risk in the event of   
death is the amount by which the GMDB benefits exceed related account     
values. For contracts with the GMIB feature, the net amount at risk in the
 event of annuitization is the amount by which the present value of the GMIB
benefits exceeds related account values, taking into account the          
 relationship between current annuity purchase rates and the GMIB guaranteed
annuity purchase rates. Since variable annuity contracts with GMDB        
  guarantees may also offer GMIB guarantees in the same contract, the GMDB and
GMIB amounts listed are not mutually exclusive:                           

                                                        [Enlarge/Download Table]

                                                RETURN OF                                                    
                                                 PREMIUM      RATCHET     ROLL-UP      COMBO        TOTAL    
                                               -----------  ----------  ----------  -----------  ----------- 
                                                                   (DOLLARS IN MILLIONS)                     
                                                                                                             
GMDB:                                                                                                        
-----                                                                                                        
  Account values invested in:                                                                                
   General Account............................ $    13,033  $      198  $       85  $       356  $    13,672 
   Separate Accounts.......................... $    38,629  $    8,632  $    3,905  $    36,882  $    88,048 
  Net amount at risk, gross................... $       240  $      136  $    2,176  $    12,224  $    14,776 
  Net amount at risk, net of                                                                                 
   amounts reinsured.......................... $       240  $       90  $    1,454  $     4,758  $     6,542 
  Average attained age of contractholders.....        51.0        65.0        71.0         65.9         54.8 
  Percentage of contractholders over age 70...         8.7%       34.0%       55.7%        36.1%        16.1%
  Range of contractually specified                                                                           
   interest rates.............................         N/A         N/A      3% - 6%    3% - 6.5%    3% - 6.5%

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                                                        [Enlarge/Download Table]

                                              RETURN OF                                            
                                               PREMIUM  RATCHET   ROLL-UP      COMBO       TOTAL   
                                              --------- ------- ----------  ----------  ---------- 
                                                              (DOLLARS IN MILLIONS)                
                                                                                                   
GMIB:                                                                                              
-----                                                                                              
  Account values invested in:                                                                      
   General Account...........................       N/A     N/A $      406  $      365  $      771 
   Separate Accounts.........................       N/A     N/A $   12,271  $   45,813  $   58,084 
  Net amount at risk, gross..................       N/A     N/A $    1,126  $    4,246  $    5,372 
  Net amount at risk, net of                                                                       
   amounts reinsured.........................       N/A     N/A $      342  $    1,045  $    1,387 
  Weighted average years remaining                                                                 
   until annuitization.......................       N/A     N/A        1.0         2.7         2.6 
  Range of contractually specified                                                                 
   interest rates............................       N/A     N/A     3% - 6%   3% - 6.5%   3% - 6.5%

The liability for SCS, SIO, MSO and IUL indexed features and the GIB and  
GWBL and other features, not included above, was $508 million and $346    
  million at December 31, 2014 and 2013, respectively, which are accounted for
as embedded derivatives. The liability for GIB, GWBL and other features   
reflects the present value of expected future payments (benefits) less the
fees attributable to these features over a range of market consistent     
economic scenarios. The liability for SCS, SIO, MSO and IUL reflects the  
present value of expected future payments assuming the segments are held  
to maturity.                                                            

The Company continues to proactively manage the risks associated with its 
 in-force business, particularly variable annuities with guarantee features.
For example, in third quarter 2014, the Company's program to purchase from
certain policyholders the GMDB and GMIB riders contained in their         
  Accumulator(R) contracts expired. The Company believes that this program was
mutually beneficial to both the Company and policyholders, who no longer  
needed or wanted the GMDB and GMIB rider. As a result of this program, the
Company is assuming a change in the short term behavior of remaining      
 policyholders, as those who did not accept are assumed to be less likely to
surrender their contract over the short term.                             

Due to the differences in accounting recognition between the fair value of
the reinsurance contract asset, the gross reserves and DAC, the net impact
  of the buyback was a $29 million and $20 million decrease to Net earnings in
 2014 and 2013 respectively. For additional information, see "Accounting for
Variable Annuities with GMDB and GMIB Features" in Note 2.                

  B) Separate Account Investments by Investment Category Underlying GMDB and
GMIB Features                                                     

The total account values of variable annuity contracts with GMDB and GMIB 
 features include amounts allocated to the guaranteed interest option, which
is part of the General Account and variable investment options that invest
 through Separate Accounts in variable insurance trusts. The following table
presents the aggregate fair value of assets, by major investment category,
 held by Separate Accounts that support variable annuity contracts with GMDB
and GMIB benefits and guarantees. The investment performance of the assets
  impacts the related account values and, consequently, the net amount of risk
associated with the GMDB and GMIB benefits and guarantees. Since variable 
annuity contracts with GMDB benefits and guarantees may also offer GMIB   
benefits and guarantees in each contract, the GMDB and GMIB amounts listed
are not mutually exclusive:                                               

INVESTMENT IN VARIABLE INSURANCE TRUST MUTUAL FUNDS 

                                                                [Download Table]

                                                  DECEMBER 31,     
                                              ---------------------
                                                 2014       2013   
                                              ---------- ----------
                                                  (IN MILLIONS)    
                                                                   
GMDB:                                                              
-----                                                              
Equity....................................... $   67,108 $   64,035
Fixed income.................................      3,031      3,330
Balanced.....................................     17,505     19,237
Other........................................        404        496
                                              ---------- ----------
Total........................................ $   88,048 $   87,098
                                              ========== ==========

GMIB:                                                              
-----                                                              
Equity....................................... $   43,850 $   41,603
Fixed income.................................      1,988      2,208
Balanced.....................................     12,060     13,401
Other........................................        186        246
                                              ---------- ----------
Total........................................ $   58,084 $   57,458
                                              ========== ==========

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C) Hedging Programs for GMDB, GMIB, GIB and GWBL and Other Features     

Beginning in 2003, AXA Equitable established a program intended to hedge  
  certain risks associated first with the GMDB feature and, beginning in 2004,
with the GMIB feature of the Accumulator(R) series of variable annuity    
products. The program has also been extended to cover other guaranteed    
 benefits as they have been made available. This program utilizes derivative
contracts, such as exchange-traded equity, currency and interest rate     
 futures contracts, total return and/or equity swaps, interest rate swap and
floor contracts, swaptions, variance swaps as well as equity options, that
collectively are managed in an effort to reduce the economic impact of    
unfavorable changes in guaranteed benefits' exposures attributable to     
 movements in the equity and fixed income markets. At the present time, this
  program hedges certain economic risks on products sold from 2001 forward, to
the extent such risks are not reinsured. At December 31, 2014, the total  
account value and net amount at risk of the hedged variable annuity       
contracts were $51,411 million and $5,408 million, respectively, with the 
 GMDB feature and $35,717 million and $1,188 million, respectively, with the
GMIB and GIB feature.                                                     

These programs do not qualify for hedge accounting treatment. Therefore,  
gains (losses) on the derivatives contracts used in these programs,       
including current period changes in fair value, are recognized in net     
investment income (loss) in the period in which they occur, and may       
contribute to earnings (loss) volatility.                                 

D) Variable and Interest-Sensitive Life Insurance Policies - No         
Lapse Guarantee                                                 

 The no lapse guarantee feature contained in variable and interest-sensitive
life insurance policies keeps them in force in situations where the policy
value is not sufficient to cover monthly charges then due. The no lapse   
guarantee remains in effect so long as the policy meets a contractually   
specified premium funding test and certain other requirements.            

 The following table summarizes the no lapse guarantee liabilities reflected
in the General Account in Future policy benefits and other policyholders' 
liabilities, and the related reinsurance ceded.                           

                                                        [Enlarge/Download Table]

                                                               REINSURANCE            
                                              DIRECT LIABILITY    CEDED        NET    
                                              ---------------- -----------  ----------
                                                           (IN MILLIONS)              
                                                                                      

Balance at January 1, 2012................... $            470        (262) $      208
  Other changes in reserves..................               86         (48)         38
                                              ---------------- -----------  ----------
Balance at December 31, 2012.................              556        (310)        246
  Other changes in reserves..................              273        (131)        142
                                              ---------------- -----------  ----------
Balance at December 31, 2013.................              829        (441)        388
  Other changes in reserves..................              135        (114)         21
                                              ---------------- -----------  ----------
Balance at December 31, 2014................. $            964 $      (555) $      409
                                              ================ ===========  ==========

9) REINSURANCE AGREEMENTS                                                       

The Company assumes and cedes reinsurance with other insurance companies. 
 The Company 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 Company reinsures most of its new variable life, UL and term life     
policies on an excess of retention basis. The Insurance Group maintains a 
maximum retention on each single-life policy of $25 million and on each   
second-to-die policy of $30 million with the excess 100% reinsured. The   
Company also reinsures the entire risk on certain substandard underwriting
risks and in certain other cases.                                         

At December 31, 2014, the Company had reinsured with non-affiliates and   
affiliates in the aggregate approximately 4.9% and 50.7%, respectively, of
its current exposure to the GMDB obligation on annuity contracts in-force 
and, subject to certain maximum amounts or caps in any one period,        
approximately 22.2% and 51.9%, respectively, of its current liability     
exposure resulting from the GMIB feature. See Note 8.                     

Based on management's estimates of future contract cash flows and         
experience, the fair values of the GMIB reinsurance contracts, considered 
derivatives at December 31, 2014 and 2013 were $10,711 million and $6,747 
million, respectively. The increases (decreases) in fair value were $3,964
million, $(4,297) million and $497 million for 2014, 2013 and             
2012, respectively.                                                     

At December 31, 2014 and 2013, respectively, third-party reinsurance      
recoverables related to insurance contracts amounted to $2,367 million and
 $2,379 million, of which $2,069 million and $2,073 million related to three
specific reinsurers, which were Zurich Insurance Company Ltd.             

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  (AA - rating), Paul Revere Life Insurance Company (A rating) and Connecticut
General Life Insurance Company (A+ rating). At December 31, 2014 and 2013,
 affiliated reinsurance recoverables related to insurance contracts amounted
to $1,684 million and $1,555 million, respectively. A contingent liability
exists with respect to reinsurance should the reinsurers be unable to meet
 their obligations. The Insurance Group evaluates the financial condition of
its reinsurers in an effort to minimize its exposure to significant losses
from reinsurer insolvencies.                                              

  Reinsurance payables related to insurance contracts totaling $72 million and
$70 million are included in other liabilities in the consolidated balance 
sheets at December 31, 2014 and 2013, respectively.                       

The Insurance Group cedes substantially all of its group life and health  
 business to a third party insurer. Insurance liabilities ceded totaled $110
million and $143 million at December 31, 2014 and 2013, respectively.     

 The Insurance Group also cedes a portion of its extended term insurance and
paid-up life insurance and substantially all of its individual disability 
income business through various coinsurance agreements.                   

  The Insurance Group has also assumed accident, health, annuity, aviation and
 space risks by participating in or reinsuring various reinsurance pools and
arrangements. In addition to the sale of insurance products, the Insurance
Group currently acts as a professional retrocessionaire by assuming life  
reinsurance from professional reinsurers. Reinsurance assumed reserves at 
  December 31, 2014 and 2013 were $757 million and $709 million, respectively.

The following table summarizes the effect of reinsurance:                 

                                                                [Download Table]

                                                         2014    2013    2012  
                                                        ------  ------  ------ 
                                                             (IN MILLIONS)     
                                                                               

Direct premiums........................................ $  844  $  848  $  873 
Reinsurance assumed....................................    211     213     219 
Reinsurance ceded......................................   (541)   (565)   (578)
                                                        ------  ------  ------ 
Premiums............................................... $  514  $  496  $  514 
                                                        ======  ======  ====== 
Universal Life and Investment-type Product Policy Fee                          
  Income Ceded......................................... $  270  $  247  $  234 
                                                        ======  ======  ====== 
Policyholders' Benefits Ceded.......................... $  726  $  703  $  667 
                                                        ======  ======  ====== 

Individual Disability Income and Major Medical                            

Claim reserves and associated liabilities net of reinsurance ceded for    
  individual DI and major medical policies were $78 million and $79 million at
December 31, 2014 and 2013, respectively. At December 31, 2014 and 2013,  
respectively, $1,714 million and $1,687 million of DI reserves and        
associated liabilities were ceded through indemnity reinsurance agreements
with a singular reinsurance group, rated AA-. Net incurred benefits       
(benefits paid plus changes in claim reserves) and benefits paid for      
individual DI and major medical policies are summarized below:            

                                                                [Download Table]

                                                          2014     2013     2012   
                                                        --------- ------- ---------
                                                               (IN MILLIONS)       
                                                                                   

Incurred benefits related to current year.............. $      14 $    15 $      16
Incurred benefits related to prior years...............        16      10        14
                                                        --------- ------- ---------
Total Incurred Benefits................................ $      30 $    25 $      30
                                                        ========= ======= =========
Benefits paid related to current year.................. $      20 $    19 $      21
Benefits paid related to prior years...................        11      13        16
                                                        --------- ------- ---------
Total Benefits Paid.................................... $      31 $    32 $      37
                                                        ========= ======= =========

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10)SHORT-TERM AND LONG-TERM DEBT                                                

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

                                                                [Download Table]

                                               DECEMBER 31,  
                                              ---------------
                                               2014    2013  
                                              ------- -------
                                               (IN MILLIONS) 
                                                             
Short-term debt:                                             
AllianceBernstein:                                           
  Commercial paper (with interest rates of                   
   0.3% and 0.3%)............................ $   489 $   268
AXA Equitable:                                               
  Surplus Notes, 7.7%, due 2015..............     200      --
                                              ------- -------
Total short-term debt........................     689     268
                                              ------- -------
Long-term debt:                                              
AXA Equitable:                                               
  Surplus Notes, 7.7%, due 2015..............      --     200
                                              ------- -------
Total long-term debt.........................      --     200
                                              ------- -------
Total short-term and long-term debt..........     689     468
                                              ======= =======

Short-term Debt                                                           

  AllianceBernstein has a $1,000 million committed, unsecured senior revolving
 credit facility ("AB Credit Facility") with a group of commercial banks and
  other lenders. The AB Credit Facility provides for possible increases in the
principal amount by up to an aggregate incremental amount of $250 million,
 any such increase being subject to the consent of the affected lenders. The
AB Credit Facility is available for AllianceBernstein's and SCB LLC's     
business purposes, including the support of AllianceBernstein's $1,000    
million commercial paper program. Both AllianceBernstein and SCB LLC can  
  draw directly under the AB Credit Facility and management may draw on the AB
  Credit Facility from time to time. AllianceBernstein has agreed to guarantee
the obligations of SCB LLC under the AB Credit Facility.                  

The AB Credit Facility contains affirmative, negative and financial       
  covenants, which are customary for facilities of this type, including, among
  other things, restrictions on dispositions of assets, restrictions on liens,
a minimum interest coverage ratio and a maximum leverage ratio. As of     
December 31, 2014, AllianceBernstein and SCB LLC were in compliance with  
these covenants. The AB Credit Facility also includes customary events of 
 default (with customary grace periods, as applicable), including provisions
under which, upon the occurrence of an event of default, all outstanding  
loans may be accelerated and/or lender's commitments may be terminated.   
Also, under such provisions, upon the occurrence of certain insolvency- or
bankruptcy-related events of default, all amounts payable under the AB    
 Credit Facility automatically would become immediately due and payable, and
the lender's commitments automatically would terminate.                   

On October 22, 2014, as part of an amendment and restatement, the maturity
date of the AB Credit Facility was extended from January 17, 2017 to      
October 22, 2019. There were no other significant changes included in the 
amendment.                                                                

As of December 31, 2014 and 2013, AllianceBernstein and SCB LLC had no    
amounts outstanding under the AB Credit Facility. During 2014 and 2013,   
AllianceBernstein and SCB LLC did not draw upon the Credit Facility.      

In addition, SCB LLC has five uncommitted lines of credit with four       
financial institutions. Two of these lines of credit permit SCB LLC to    
borrow up to an aggregate of approximately $200 million, with             
  AllianceBernstein named as an additional borrower, while three lines have no
stated limit. As of December 31, 2014 and 2013, SCB LLC had no bank loans 
outstanding.                                                              

Long-term Debt                                                            

At December 31, 2014, the Company did not have any long-term debt         
outstanding.                                                              

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11)RELATED PARTY TRANSACTIONS                                                   

Loans to Affiliates                                                       

In September 2007, AXA issued a $650 million 5.4% Senior Unsecured Note to
AXA Equitable. The note pays interest semi-annually and was scheduled to  
mature on September 30, 2012. In March 2011, the maturity date of the note
was extended to December 30, 2020 and the interest rate was increased to  
5.7%.                                                                     

In June 2009, AXA Equitable sold real estate property valued at $1,100    
 million to a non-insurance subsidiary of AXA Financial in exchange for $700
  million in cash and $400 million in 8.0% ten year term mortgage notes on the
  property reported in Loans to affiliates in the consolidated balance sheets.
In November 2014, this loan was refinanced and a new $382 million, seven  
year term loan with an interest rate of 4.0% was issued.                  

  In third quarter 2013, AXA Equitable purchased, at fair value, AXA Arizona's
$50 million note receivable from AXA for $56 million. This note pays      
interest semi-annually at an interest rate of 5.4% and matures on         
December 15, 2020.                                                        

Loans from Affiliates                                                     

 In 2005, AXA Equitable issued a surplus note to AXA Financial in the amount
  of $325 million with an interest rate of 6.0% and was scheduled to mature on
December 1, 2035. In December 2014, AXA Equitable repaid this note at par 
value plus interest accrued of $1 million to AXA Financial.               

 In December 2008, AXA Equitable issued a $500 million callable 7.1% surplus
note to AXA Financial. The note pays interest semi-annually and was       
 scheduled to mature on December 1, 2018. In June 2014, AXA Equitable repaid
  this note at par value plus interest accrued of $3 million to AXA Financial.

Other Transactions                                                        

In third quarter 2013, AXA Equitable purchased, at fair value, MONY Life  
Insurance Company's ("MONY Life"), equity interest in limited partnerships
for $53 million and MONY Life's CMBS portfolio for $31 million. MONY Life 
was a subsidiary of AXA Financial through October 1, 2013.                

 In October 2012, AXA Equitable sold its 50% interest in a real estate joint
 venture supporting the Wind-up Annuities line of business to 1285 Holdings,
LLC, a non-insurance subsidiary of AXA Financial in exchange for $402     
 million in cash. The $195 million after-tax excess of the real estate joint
venture's fair value over its carrying value has been accounted for as a  
capital contribution to AXA Equitable. In connection with this sale, the  
  Company recognized a $226 million pre-tax premium deficiency reserve related
to the Wind-up Annuities line of business.                                

 In August 2012, the Company purchased agricultural mortgage loans from MONY
Life and MONY Life Insurance Company of America ("MLOA"), a subsidiary of 
AXA Financial, for a purchase price of $109 million.                      

The Company reimburses AXA Financial for expenses relating to the Excess  
Retirement Plan, Supplemental Executive Retirement Plan and certain other 
employee benefit plans that provide participants with medical, life       
 insurance, and deferred compensation benefits. Such reimbursement was based
on the cost to AXA Financial of the benefits provided which totaled $29   
  million, $40 million and $37 million, respectively, for 2014, 2013 and 2012.

 In 2014, 2013 and 2012, respectively, the Company paid AXA Distribution and
 its subsidiaries $616 million, $621 million and $684 million of commissions
and fees for sales of insurance products. The Company charged AXA         
Distribution's subsidiaries $325 million, $345 million and $399 million,  
  respectively, for their applicable share of operating expenses in 2014, 2013
and 2012, pursuant to the Agreements for Services.                        

  The Company has implemented capital management actions to mitigate statutory
reserve strain for certain level term and UL policies with secondary      
guarantees and GMDB and GMIB riders on the Accumulator(R) products sold on
or after January 1, 2006 and in-force at September 30, 2008 through       
reinsurance transactions with AXA RE Arizona Company ("AXA Arizona"), a   
wholly-owned subsidiary of AXA Financial.                                 

The Company currently reinsures to AXA Arizona, a 100% quota share of all 
  liabilities for variable annuities with enhanced GMDB and GMIB riders issued
 on or after January 1, 2006 and in-force on September 30, 2008. AXA Arizona
also reinsures a 90% quota share of level premium term insurance issued by
 AXA Equitable on or after March 1, 2003 through December 31, 2008 and lapse
 protection riders under UL insurance policies issued by AXA Equitable on or
 after June 1, 2003 through June 30, 2007. The reinsurance arrangements with
 AXA Arizona provide important capital management benefits to AXA Equitable.
  At December 31, 2014 and 2013, the Company's GMIB reinsurance asset with AXA
Arizona had carrying values of $8,560 million and $5,388 million,         
respectively, and is reported in Guaranteed minimum income benefit        
reinsurance asset, at fair value in the consolidated balance sheets. Ceded
premiums in 2014, 2013 and 2012 related to the UL and no lapse guarantee  
riders totaled approximately $453 million, $474 million and $484 million, 
  respectively. Ceded claims paid in 2014, 2013 and 2012 were $83 million, $70
million and $68 million, respectively.                                    

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AXA Equitable receives statutory reserve credits for reinsurance treaties 
with AXA Arizona to the extent that AXA Arizona holds assets in an        
  irrevocable trust (the "Trust") ($8,794 million at December 31, 2014) and/or
letters of credit ($3,005 million at December 31, 2014). These letters of 
credit are guaranteed by AXA. Under the reinsurance transactions, AXA     
Arizona is permitted to transfer assets from the Trust under certain      
  circumstances. The level of statutory reserves held by AXA Arizona fluctuate
based on market movements, mortality experience and policyholder behavior.
Increasing reserve requirements may necessitate that additional assets be 
placed in trust and/or securing additional letters of credit, which could 
adversely impact AXA Arizona's liquidity.                                 

Various AXA affiliates, including AXA Equitable, cede a portion of their  
life, health and catastrophe insurance business through reinsurance       
agreements to AXA Global Life beginning in 2010 (and AXA Cessions in 2009 
 and prior), AXA affiliated reinsurers. AXA Global Life, in turn, retrocedes
a quota share portion of these risks prior to 2008 to AXA Equitable on a  
one-year term basis.                                                      

AXA Life Insurance Company Ltd (Japan), an AXA subsidiary, cedes a portion
of their annuity business to AXA Equitable.                               

Various AXA Financial affiliates cede a portion of their life business    
through excess of retention treaties to AXA Equitable on a yearly renewal 
term basis.                                                               

  Premiums earned from the above mentioned affiliated reinsurance transactions
in 2014, 2013 and 2012 totaled approximately $22 million, $21 million and 
$21 million, respectively. Claims and expenses paid in 2014, 2013 and 2012
were $10 million, $10 million and $13 million, respectively.              

AXA Equitable provides personnel services, employee benefits, facilities, 
supplies and equipment under service agreements with certain AXA Financial
 subsidiaries and affiliates to conduct their business. The associated costs
related to the service agreement are allocated based on methods that      
  management believes are reasonable, including a review of the nature of such
 costs and activities performed to support each company. As a result of such
  allocations, AXA Equitable was reimbursed $75 million, $148 million and $135
million for 2014, 2013 and 2012, respectively.                            

Both AXA Equitable and AllianceBernstein, along with other AXA affiliates,
participate in certain intercompany cost sharing and service agreements   
including technology and professional development arrangements. AXA       
Equitable and AllianceBernstein incurred expenses under such agreements of
 approximately $173 million, $165 million and $161 million in 2014, 2013 and
 2012, respectively. Expense reimbursements by AXA and AXA affiliates to AXA
Equitable under such agreements totaled approximately $15 million, $24    
million and $26 million in 2014, 2013 and 2012, respectively. The net     
  receivable (payable) related to these contracts was approximately $3 million
and $(8) million at December 31, 2014 and 2013, respectively.             

Commissions, fees and other income includes certain revenues for services 
provided to mutual funds managed by AllianceBernstein. These revenues are 
described below:                                                          

                                                                [Download Table]

                                                2014      2013      2012   
                                              --------- --------- ---------
                                                      (IN MILLIONS)        
                                                                           

Investment advisory and services fees........ $   1,062 $   1,010 $     879
Distribution revenues........................       433       455       408
Other revenues -- shareholder servicing fees.        91        91        89
Other revenues -- other......................         6         6         5

12)EMPLOYEE BENEFIT PLANS                                                       

PENSION PLANS                                                             

  AXA Equitable sponsors a qualified defined benefit pension plan covering its
eligible employees (including certain qualified part-time employees),     
 managers and financial professionals. This pension plan is non-contributory
and its benefits are generally based on a cash balance formula and/or, for
  certain participants, years of service and average earnings over a specified
period in the plan. AXA Equitable also sponsors a non-qualified defined   
benefit pension plan.                                                     

AXA Equitable announced in the third quarter of 2013 that benefit accruals
  under its qualified and non-qualified defined benefit pension plans would be
discontinued after December 31, 2013. This plan curtailment resulted in a 
decrease in the Projected Benefit Obligation ("PBO") of approximately $29 
million, which was offset against existing deferred losses in AOCI, and   
  recognition of a $3 million curtailment loss from accelerated recognition of
 existing prior service costs accumulated in OCI. A new company contribution
was added to the 401(k) Plan effective January 1, 2014, in addition to the
existing discretionary profit sharing contribution. AXA Equitable also    
provides an excess 401(k) contribution for eligible compensation over the 
qualified plan compensation limits under a nonqualified deferred          
compensation plan.                                                        

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AllianceBernstein maintains a qualified, non-contributory, defined benefit
retirement plan covering current and former employees who were employed by
AllianceBernstein in the United States prior to October 2, 2000.          
AllianceBernstein's benefits are based on years of credited service and   
average final base salary. The Company uses a December 31 measurement date
for its pension plans.                                                    

 For 2014, no cash contributions were made by AXA Equitable to its qualified
pension plan. AllianceBernstein made a $6 million cash contribution to its
qualified pension plan in 2014. The funding policy of the Company for its 
qualified pension plans is to satisfy its funding obligations each year in
an amount not less than the minimum required by the Employee Retirement   
 Income Security Act of 1974 ("ERISA"), as amended by the Pension Protection
Act of 2006 (the "Pension Act"), and not greater than the maximum it can  
deduct for Federal income tax purposes. Based on the funded status of the 
plans at December 31, 2014, no minimum contribution is required to be made
in 2015 under ERISA, as amended by the Pension Act, but management is     
currently evaluating if it will make contributions during 2015.           
AllianceBernstein currently does not plan to make a contribution to its   
pension plan during 2015.                                                 

  Components of net periodic pension expense for the Company's qualified plans
were as follows:                                                          

                                                                [Download Table]

                                                    2014     2013     2012  
                                                   ------  -------  ------- 
                                                         (IN MILLIONS)      
                                                                            
Service cost...................................... $    9  $    40  $    40 
Interest cost.....................................    107       99      109 
Expected return on assets.........................   (155)    (155)    (146)
Actuarial (gain) loss.............................      1        1        1 
Net amortization..................................    111      155      164 
Curtailment.......................................     --        3       -- 
                                                   ------  -------  ------- 
Net Periodic Pension Expense...................... $   73  $   143  $   168 
                                                   ======  =======  ======= 

Changes in the PBO of the Company's qualified plans were comprised of:    

                                                                [Download Table]

                                                              DECEMBER 31,    
                                                           ------------------ 
                                                             2014      2013   
                                                           --------  -------- 
                                                              (IN MILLIONS)   
                                                                              
Projected benefit obligation, beginning of year........... $  2,463  $  2,797 
Service cost..............................................       --        32 
Interest cost.............................................      107        99 
Actuarial (gains) losses..................................      264      (260)
Benefits paid.............................................     (177)     (176)
Plan amendments and curtailments..........................       --       (29)
                                                           --------  -------- 
Projected Benefit Obligation, End of Year................. $  2,657  $  2,463 
                                                           ========  ======== 

The following table discloses the change in plan assets and the funded    
status of the Company's qualified pension plans:                          

                                                                [Download Table]

                                                              DECEMBER 31,    
                                                           ------------------ 
                                                             2014      2013   
                                                           --------  -------- 
                                                              (IN MILLIONS)   
                                                                              
Pension plan assets at fair value, beginning of year...... $  2,401  $  2,396 
Actual return on plan assets..............................      250       180 
Contributions.............................................        6         4 
Benefits paid and fees....................................     (184)     (179)
                                                           --------  -------- 
Pension plan assets at fair value, end of year............    2,473     2,401 
PBO.......................................................    2,657     2,463 
                                                           --------  -------- 
Excess of PBO Over Pension Plan Assets.................... $   (184) $    (62)
                                                           ========  ======== 

Amounts recognized in the accompanying consolidated balance sheets to     
 reflect the funded status of these plans were accrued pension costs of $184
million and $62 million at December 31, 2014 and 2013, respectively. The  
aggregate PBO and fair value of pension plan assets for plans with PBOs in
  excess of those assets were $2,657 million and $2,473 million, respectively,
  at December 31, 2014 and $2,463 million and $2,401 million, respectively, at
December 31, 2013. The aggregate accumulated benefit obligation and fair  
value of pension plan assets for pension plans with accumulated benefit   
obligations in excess of those assets were $2,657 million and $2,473      
million, respectively, at                                                 

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December 31, 2014 and $2,463 million and $2,401 million, respectively, at 
December 31, 2013. The accumulated benefit obligation for all defined     
 benefit pension plans was $2,657 million and $2,463 million at December 31,
2014 and 2013, respectively.                                              

The following table discloses the amounts included in AOCI at December 31,
2014 and 2013 that have not yet been recognized as components of net      
periodic pension cost:                                                    

                                                                [Download Table]

                                                          DECEMBER 31,   
                                                        -----------------
                                                          2014     2013  
                                                        -------- --------
                                                          (IN MILLIONS)  
                                                                         

Unrecognized net actuarial (gain) loss................. $  1,144 $  1,181
                                                        -------- --------
  Total................................................ $  1,144 $  1,181
                                                        ======== ========

The estimated net actuarial (gain) loss and prior service cost (credit)   
expected to be reclassified from AOCI and recognized as components of net 
periodic pension cost over the next year are $120 million and             
$0 million, respectively.                                               

  The following table discloses the allocation of the fair value of total plan
assets for the qualified pension plans of the Company at December 31, 2014
and 2013:                                                                 

                                                                [Download Table]

                                                        DECEMBER 31, 
                                                        ------------ 
                                                         2014   2013 
                                                        -----  ----- 
                                                        (IN MILLIONS)
                                                                     

Fixed Maturities.......................................  49.4%  49.0%
Equity Securities......................................  38.8   39.1 
Equity real estate.....................................   9.8    9.3 
Cash and short-term investments........................   1.3    1.9 
Other..................................................   0.7    0.7 
                                                        -----  ----- 
  Total................................................ 100.0% 100.0%
                                                        =====  ===== 

The primary investment objective of the qualified pension plan of AXA     
Equitable is to maximize return on assets, giving consideration to prudent
  risk. Guidelines regarding the allocation of plan assets for AXA Equitable's
qualified pension plan are established by the Investment Committee        
established by the funded benefit plans of AXA Equitable and are designed 
with a long-term investment horizon. In the first quarter of 2014, AXA    
Equitable's qualified pension plan discontinued its equity-hedging program
at maturity of the underlying positions and modified the investment       
allocation strategy to target a 50%-50% mix of long-duration bonds and    
"return-seeking" assets, the latter to include investments in hedge funds 
and real estate and a 50% allocation to public equities. Plan assets were 
  managed during 2014 to achieve the targeted 50%-50% mix at December 31, 2014
  with public equities and real estate comprising return-seeking assets and an
expectation for initial investments in hedge funds to begin in 2015.      

  The following tables disclose the fair values of plan assets and their level
of observability within the fair value hierarchy for the qualified pension
plans of the Company at December 31, 2014 and 2013, respectively.         

                                                                [Download Table]

                                              LEVEL 1 LEVEL 2  LEVEL 3   TOTAL  
DECEMBER 31, 2014:                            ------- -------- ------- ---------
                                                                                
ASSET CATEGORIES                                        (IN MILLIONS)           
Fixed Maturities:                                                               
  Corporate.................................. $    -- $    833 $    -- $     833
  U.S. Treasury, government and agency.......      --      358      --       358
  States and political subdivisions..........      --       18      --        18
  Other structured debt......................      --        9       3        12
Common and preferred equity..................     743      177      --       920
Mutual funds.................................      46       --      --        46
Private real estate investment funds.........      --       --       1         1
Private real estate investment trusts........      --       10     242       252
Cash and cash equivalents....................      13       --      --        13
Short-term investments.......................      --       20      --        20
                                              ------- -------- ------- ---------
   Total..................................... $   802 $  1,425 $   246 $   2,473
                                              ======= ======== ======= =========

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                                                                [Download Table]


                                              Level 1  Level 2  Level 3   Total  
December 31, 2013:                            ------- --------- ------- ---------
Asset Categories                                         (In Millions)           
                                                                                 
Fixed Maturities:                                                                
  Corporate.................................. $    -- $     801 $    -- $     801
  U.S. Treasury, government and agency.......      --       343      --       343
  States and political subdivisions..........      --        16      --        16
  Other structured debt......................      --         6       4        10
Common and preferred equity..................     716       191      --       907
Mutual funds.................................      44        --      --        44
Private real estate investment funds.........      --        --       2         2
Private real estate investment trusts........      --        11     220       231
Cash and cash equivalents....................       1        --      --         1
Short-term investments.......................      23        23      --        46
                                              ------- --------- ------- ---------
   Total..................................... $   784 $   1,391 $   226 $   2,401
                                              ======= ========= ======= =========

At December 31, 2014, assets classified as Level 1, Level 2, and Level 3  
comprise approximately 32.4%, 57.6% and 10.0%, respectively, of qualified 
pension plan assets. At December 31, 2013, assets classified as Level 1,  
Level 2 and Level 3 comprised approximately 32.7%, 57.9% and 9.4%,        
  respectively, of qualified pension plan assets. See Note 2 for a description
of the fair value hierarchy. The fair values of qualified pension plan    
assets are measured and ascribed to levels within the fair value hierarchy
in a manner consistent with the invested assets of the Company that are   
measured at fair value on a recurring basis. Except for an investment of  
approximately $1 million in a private REIT through a pooled separate      
account, there are no significant concentrations of credit risk arising   
within or across categories of qualified pension plan assets.             

 The table below presents a reconciliation for all Level 3 qualified pension
plan assets at December 31, 2014 and 2013, respectively.                  

                                                        [Enlarge/Download Table]

                                                          PRIVATE                                  
                                                        REAL ESTATE   PRIVATE                      
                                          FIXED         INVESTMENT   INVESTMENT  COMMON            
                                     MATURITIES/(1)/       FUNDS       TRUSTS    EQUITY     TOTAL  
                                    -----------------  ------------  ---------- --------  -------- 
                                                             (IN MILLIONS)                         
                                                                                                   
Balance at January 1, 2014......... $               4  $          2  $      220 $     --  $    226 
Actual return on plan assets:                                                                      
  Relating to assets still held at                                                                 
   December 31, 2014...............                --            --          22       --        22 
  Purchases/issues.................                --            --          --       --        -- 
  Sales/settlements................                --            (1)         --       (1)       (2)
  Transfers into/out of Level 3....                --            --          --       --        -- 
                                    -----------------  ------------  ---------- --------  -------- 
Balance at December 31, 2014....... $               4  $          1  $      242 $     (1) $    246 
                                    =================  ============  ========== ========  ======== 

Balance at January 1, 2013......... $               5  $          3  $      197 $     --  $    205 
Actual return on plan assets:                                                                      
  Relating to assets still held at                                                                 
   December 31, 2013...............                --            --          23       --        23 
  Transfers into/out of Level 3....                (1)           (1)         --       --        (2)
                                    -----------------  ------------  ---------- --------  -------- 
Balance at December 31, 2013....... $               4  $          2  $      220 $     --  $    226 
                                    =================  ============  ========== ========  ======== 

/(1)/Includes commercial mortgage- and asset-backed securities and other    
structured debt.                                                  

 The discount rate assumptions used by AXA Equitable to measure the benefits
obligations and related net periodic cost of its qualified pension plans  
reflect the rates at which those benefits could be effectively settled.   
Projected nominal cash outflows to fund expected annual benefits payments 
under AXA Equitable's qualified pension plan was discounted using a       
published high-quality bond yield curve. The discount rate used to measure
the benefit obligation at December 31, 2014 and 2013 represents the level 
  equivalent spot discount rate that produces the same aggregate present value
measure of the total benefit obligation as the aforementioned discounted  
cash flow analysis.                                                       

In 2014, AXA Equitable modified its practice for calculating the discount 
  rate used to measure and report its defined benefit obligations primarily to
change the reference high-quality bond yield curve from the Citigroup-AA  
curve to the Citigroup Above-Median-AA curve and to                       

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incorporate other refinements adding incremental precision to the         
calculation. These changes increased the resulting discount rate by 10 bps
 at December 31, 2014, thereby reducing the PBO of AXA Equitable's qualified
  pension plan and the related charge to equity to adjust the funded status of
the plan by $25 million. Had the modifications and refinements to the     
discount rate calculation been applied at December 31, 2013, the discount 
  rate and measurement of the funded status of the plan would not have changed
from what was previously reported.                                        

  In 2014, the Society of Actuaries ("SOA") finalized new mortality tables and
  a new mortality improvement scale, reflecting improved life expectancies and
an expectation that trend will continue. AXA Equitable considered this new
data and determined that mortality experience of the AXA Qualified Plan as
 well as other relevant demographics supported its retention of the existing
SOA mortality tables combined with the use of a more robust improvements  
scale. Adoption of that modification, including projection of assumed     
mortality on a full generational approach, increased the December 31, 2014
unfunded PBO of AXA Equitable's qualified pension plan and the related    
pre-tax charge to shareholders' equity attributable to AXA Equitable by   
approximately $54 million.                                                

The following table discloses the weighted-average assumptions used to    
measure the Company's pension benefit obligations and net periodic pension
cost at and for the years ended December 31, 2014 and 2013.               

                                                        [Enlarge/Download Table]

                                                                        2014    2013  
                                                                       ------- -------
                                                                                      
Discount rates:                                                                       
  Benefit obligation..................................................   3.60%   4.50%
  Periodic cost.......................................................   3.60%   4.50%
Rates of compensation increase:                                                       
  Benefit obligation and periodic cost................................   6.00%   6.00%
Expected long-term rates of return on pension plan assets                             
  (periodic cost).....................................................   6.75%   6.75%

The expected long-term rate of return assumption on plan assets is based  
upon the target asset allocation of the plan portfolio and is determined  
using forward-looking assumptions in the context of historical returns and
volatilities for each asset class.                                        

Prior to 1987, participants' benefits under AXA Equitable's qualified plan
  were funded through the purchase of non-participating annuity contracts from
  AXA Equitable. Benefit payments under these contracts were approximately $10
 million, $10 million and $12 million for 2014, 2013 and 2012, respectively.

The following table provides an estimate of future benefits expected to be
paid in each of the next five years, beginning January 1, 2015, and in the
aggregate for the five years thereafter. These estimates are based on the 
same assumptions used to measure the respective benefit obligations at    
December 31, 2014 and include benefits attributable to estimated future   
employee service.                                                         

                                                                [Download Table]

                                                                PENSION   
                                                               BENEFITS   
                                                             -------------
                                                             (IN MILLIONS)
                                                                          

2015........................................................ $         188
2016........................................................           194
2017........................................................           189
2018........................................................           186
2019........................................................           182
Years 2020-2024.............................................           841

AXA FINANCIAL ASSUMPTION                                                  

  Since December 31, 1999, AXA Financial has legally assumed primary liability
from AXA Equitable for all current and future liabilities of AXA Equitable
  under certain employee benefit plans that provide participants with medical,
life insurance, and deferred compensation benefits; AXA Equitable remains 
secondarily liable. AXA Equitable reimburses AXA Financial, Inc. for costs
associated with these plans, as described in Note 11.                     

13)SHARE-BASED AND OTHER COMPENSATION PROGRAMS                                  

AXA and AXA Financial sponsor various share-based compensation plans for  
eligible employees and financial professionals of AXA Financial and its   
  subsidiaries, including the Company. AllianceBernstein also sponsors its own
unit option plans for certain of its employees.                           

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Compensations costs for 2014, 2013 and 2012 for share-based payment       
arrangements as further described herein are as follows:                  

                                                                [Download Table]

                                                2014     2013      2012  
                                              -------- --------  --------
                                                     (IN MILLIONS)       
                                                                         
Performance Unit/Shares...................... $     10 $     43  $     24
Stock Options................................        1        2         3
AXA Shareplan................................       10       13        18
AXA Miles....................................       --       --         1
AllianceBernstein Stock Options..............       --       (4)        1
AllianceBernstein Restricted Units...........      171      286       148
                                              -------- --------  --------
Total Compensation Expenses.................. $    192 $    340  $    195
                                              ======== ========  ========

  U.S. employees are granted AXA ordinary share options under the Stock Option
Plan for AXA Financial Employees and Associates (the "Stock Option Plan") 
and are granted AXA performance units under the AXA Performance Unit Plan 
  (the "Performance Unit Plan"). In 2014, they were granted performance shares
under the AXA International Performance Share Plan 2014 (the "Performance 
Share Plan").                                                             

Performance Units and Performance Shares                                  

2014 GRANT. On March 24, 2014, under the terms of the Performance Share   
Plan, AXA awarded approximately 2 million unearned performance shares to  
employees of AXA Equitable. The extent to which 2014-2016 cumulative      
performance targets measuring the performance of AXA and the insurance    
related businesses of AXA Financial Group are achieved will determine the 
number of performance shares earned, which may vary in linear formula     
 between 0% and 130% of the number of performance shares at stake. The first
  tranche of the performance shares earned during this performance period will
vest and be settled on the third anniversary of the award date, and the   
 second tranche of the performance shares earned will vest and be settled on
 the fourth anniversary of the award date. The plan will settle in shares to
all participants. In 2014, the expense associated with the March 24, 2014 
grant of performance shares was approximately $9 million.                 

SETTLEMENT OF 2011 GRANT IN 2014. On April 3, 2014, cash distributions of 
approximately $26 million were made to active and former AXA Equitable    
 employees in settlement of 986,580 performance units earned under the terms
of the AXA Performance Unit Plan 2011.                                    

2013 GRANT. On March 22, 2013, under the terms of the Performance Share   
Plan, AXA awarded approximately 2.2 million unearned performance shares to
employees of AXA Equitable. The extent to which 2013-2014 cumulative      
performance targets measuring the performance of AXA and the insurance    
related businesses of AXA Financial Group are achieved will determine the 
number of performance shares earned, which may vary in linear formula     
between 0% and 130% of the number of performance shares at stake. The     
performance shares earned during this performance period will vest and be 
 settled on the third anniversary of the award date. The plan will settle in
shares to all participants. In 2014 and 2013, the expense associated with 
 the March 22, 2013 grant of performance shares was approximately $2 million
and $11 million, respectively.                                            

50% SETTLEMENT OF 2010 GRANT IN 2013. On April 4, 2013, cash distributions
  of approximately $7 million and share distributions of approximately $49,000
were made to active and former AXA Equitable employees in settlement of   
390,460 performance units, representing the remaining 50 percent of the   
number of performance units earned under the terms of the AXA Performance 
  Unit Plan 2010. Cash distributions of approximately $9 million in settlement
of approximately 539,000 performance units, representing the first 50     
percent of the performance units earned under the terms of the AXA        
Performance Unit Plan 2010 were distributed in April 2012.                

2012 GRANT. On March 16, 2012, under the terms of the AXA Performance Unit
 Plan 2012, AXA awarded approximately 2.3 million unearned performance units
to employees of AXA Equitable. The extent to which 2012-2013 cumulative   
performance targets measuring the performance of AXA and the insurance    
related businesses of AXA Financial Group are achieved will determine the 
  number of performance units earned, which may vary in linear formula between
0% and 130% of the number of performance units at stake. The performance  
  units earned during this performance period will vest and be settled in cash
on the third anniversary of the award date. The price used to value the   
  performance units at settlement will be the average closing price of the AXA
 ordinary share for the last 20 trading days of the vesting period converted
to U.S. dollars using the Euro to U.S. dollar exchange rate on March 15,  
  2015. In 2014, 2013 and 2012, the expense associated with the March 16, 2012
  grant of performance units was approximately $0 million, $26 million and $11
million, respectively.                                                    

For 2014, 2013 and 2012, the Company recognized compensation costs of $10 
million, $43 million and $24 million, respectively, for performance shares
and units earned to date. The change in fair value of these awards is     
measured by the closing price of the underlying AXA ordinary shares or AXA
ADRs. The cost of performance unit and share awards, as adjusted for      
  achievement of performance targets and pre-vesting forfeitures is attributed
over the shorter of the cliff-vesting period or to the date at which      
retirement eligibility is achieved. The value of performance units and    
 shares earned and reported in Other liabilities in the consolidated balance
sheets at December 31, 2014 and 2013 was $84 million and $108 million,    
respectively. Approximately 6 million outstanding performance units and   
shares are at risk to                                                     

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achievement of 2014 performance criteria, primarily representing the      
performance shares grant of March 24, 2014 for which cumulative average   
2014-2016 performance targets will determine the number of performance    
shares earned and including all of the performance unit award granted on  
March 22, 2013.                                                           

Stock Options                                                             

2014 GRANT. On March 24, 2014, 395,720 options to purchase AXA ordinary   
shares were granted to employees of AXA Equitable under the terms of the  
 Stock Option Plan at an exercise price of 18.68 euros. All of those options
 have a five-year graded vesting schedule, with one-third vesting on each of
the third, fourth, and fifth anniversaries of the grant date. Of the total
options awarded on March 24, 2014, 214,174 are further subject to         
conditional vesting terms that require the AXA ordinary share price to    
outperform the Euro Stoxx Insurance Index over a specified period. All of 
the options granted on March 24, 2014 have a ten-year term. The weighted  
 average grant date fair value per option award was estimated at $2.89 using
  a Black-Scholes options pricing model with modification to measure the value
of the conditional vesting feature. Key assumptions used in the valuation 
 included expected volatility of 29.24%, a weighted average expected term of
  8.2 years, an expected dividend yield of 6.38% and a risk-free interest rate
of 1.54%. The total fair value of these options (net of expected          
forfeitures) of approximately $1 million is charged to expense over the   
shorter of the vesting term or the period up to the date at which the     
participant becomes retirement eligible. In 2014, the Company recognized  
expenses associated with the March 24, 2014 grant of options of           
approximately $345,000.                                                   

 2013 GRANT On March 22, 2013, approximately 457,000 options to purchase AXA
ordinary shares were granted to employees of AXA Equitable under the terms
of the Stock Option Plan at an exercise price of 13.81 euros. All of those
 options have a four-year graded vesting schedule, with one-third vesting on
each of the second, third, and fourth anniversaries of the grant date.    
Approximately 246,000 of the total options awarded on March 22, 2013 are  
further subject to conditional vesting terms that require the AXA ordinary
share price to outperform the Euro Stoxx Insurance Index over a specified 
period. All of the options granted on March 22, 2013 have a ten-year term.
  The weighted average grant date fair value per option award was estimated at
$1.79 using a Black-Scholes options pricing model with modification to    
measure the value of the conditional vesting feature. Key assumptions used
 in the valuation included expected volatility of 31.27%, a weighted average
expected term of 7.7 years, an expected dividend yield of 7.52% and a     
  risk-free interest rate of 1.34%. The total fair value of these options (net
 of expected forfeitures) of $818,597 is charged to expense over the shorter
of the vesting term or the period up to the date at which the participant 
becomes retirement eligible. In 2014 and 2013, the Company recognized     
expenses associated with the March 22, 2013 grant of options of           
approximately $131,000 and $357,000, respectively.                        

  2012 GRANT. On March 16, 2012, approximately 901,000 options to purchase AXA
ordinary shares were granted to AXA Equitable employees under the terms of
the Stock Option Plan at an exercise price of 12.22 euros. All of those   
 options have a four-year graded vesting schedule, with one-third vesting on
each of the second, third, and fourth anniversaries of the grant date.    
Approximately 370,000 of the total options awarded on March 16, 2012 are  
further subject to conditional vesting terms that require the AXA ordinary
share price to outperform the Euro Stoxx Insurance Index over a specified 
period. All of the options granted on March 16, 2012 have a ten-year term.
  The weighted average grant date fair value per option award was estimated at
$2.48 using a Black-Scholes options pricing model with modification to    
measure the value of the conditional vesting feature. Key assumptions used
 in the valuation included expected volatility of 39.89%, a weighted average
expected term of 5.6 years, an expected dividend yield of 7.54% and a     
 risk-free interest rate of 1.8%. The total fair value of these options (net
of expected forfeitures) of approximately $2 million is charged to expense
over the shorter of the vesting term or the period up to the date at which
the participant becomes retirement eligible. In 2014, 2013 and 2012,      
respectively, the expense associated with the March 16, 2012 grant of     
options was approximately $192,000, $504,000 and $791,000.                

Shares Authorized                                                         

The number of AXA ADRs or AXA ordinary shares authorized to be issued     
 pursuant to option grants and, as further described below, restricted stock
grants under The AXA Financial, Inc. 1997 Stock Incentive Plan (the "Stock
Incentive Plan") is approximately 124 million less the number of shares   
issued pursuant to option grants under The AXA Financial, Inc. 1991 Stock 
 Incentive Plan (the predecessor plan to the Stock Incentive Plan). There is
no limitation in the Stock Option Plan or the Equity Plan for Directors on
 the number of shares that may be issued pursuant to option or other grants.

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A summary of the activity in the AXA, AXA Financial and AllianceBernstein 
option plans during 2014 follows:                                         

                                                        [Enlarge/Download Table]

                                                                  Options Outstanding                               
                                    ------------------------------------------------------------------------------  
                                                                                           AllianceBernstein Holding
                                         AXA Ordinary Shares            AXA ADRs/(3)/                Units          
                                    ----------------------------   ----------------------- -----------------------  
                                                     Weighted                    Weighted                 Weighted  
                                      Number         Average         Number      Average     Number       Average   
                                    Outstanding      Exercise      Outstanding   Exercise  Outstanding    Exercise  
                                    (In 000's)        Price        (In 000's)     Price    (In 000's)      Price    
                                    -----------  ---------------   -----------  ---------- -----------  ----------  
                                                                                                                    

Options outstanding at                                                                                              
  January 1, 2014..................    17,569.7  (Euro)    21.00       1,829.8  $    23.60     7,074.1  $    40.82  
Options granted....................       403.1  (Euro)    18.16            --  $       --        25.1  $    22.99  
Options exercised..................      (546.4) (Euro)    13.42        (590.2) $    20.02    (1,110.0) $    17.08  
Options forfeited, net.............      (683.2) (Euro)    26.25        (138.6) $    23.39       (24.8) $    84.19  
Options expired/reinstated.........        94.7               --           4.2          --       (22.0) $    33.00  
                                    -----------                    -----------              ----------              
Options Outstanding at                                                                                              
  December 31, 2014................    16,837.9  (Euro)    21.39       1,105.2  $    25.53     5,942.4  $    45.03  
                                    ===========  ===============   ===========  ==========  ==========  ==========  
Aggregate Intrinsic Value/(1)/.....              (Euro)   --/ (2)/              $    278.9              $   --/ (2)/
                                                 ===============                ==========              ==========  
Weighted Average Remaining                                                                                          
  Contractual Term (in years)......        3.28                           0.67                     3.9              
                                    ===========                    ===========              ==========              
Options Exercisable at                                                                                              
  December 31, 2014................    13,890.4  (Euro)    22.44       1,105.2  $    25.53     4,949.0       38.12  
                                    ===========  ===============   ===========  ==========  ==========  ==========  
Aggregate Intrinsic Value/(1)/.....              (Euro)   --/ (2)/              $  7,967.9              $   --/ (2)/
                                                 ===============                ==========              ==========  
Weighted Average Remaining                                                                                          
  Contractual Term (in years)......        2.62                           0.67                     3.9              
                                    ===========                    ===========              ==========              

/(1)/Intrinsic value, presented in millions, is calculated as the excess of 
the closing market price on December 31, 2014 of the respective   
underlying shares over the strike prices of the option awards.    
/(2)/The aggregate intrinsic value on options outstanding, exercisable and  
    expected to vest is negative and is therefore presented as zero in the
table above.                                                      
/(3)/AXA ordinary shares will be delivered to participants in lieu of AXA   
ADRs at exercise or maturity.                                     

 Cash proceeds received from employee exercises of stock options in 2014 was
$12 million. The intrinsic value related to employee exercises of stock   
options during 2014, 2013 and 2012 were $3 million, $14 million and $5    
million respectively, resulting in amounts currently deductible for tax   
purposes of $1 million, $5 million, and $2 million, respectively, for the 
periods then ended. In 2014, 2013 and 2012, windfall tax benefits of      
 approximately $1 million, $5 million and $2 million, respectively, resulted
from employee exercises of stock option awards.                           

At December 31, 2014, AXA Financial held approximately 6,213 AXA ordinary 
shares in treasury at a weighted average cost of $22.86 per share, which  
were designated to fund future exercises of outstanding stock.            

For the purpose of estimating the fair value of stock option awards, the  
Company applies the Black-Scholes model and attributes the result over the
requisite service period using the graded-vesting method. A Monte-Carlo   
simulation approach was used to model the fair value of the conditional   
vesting feature of the awards of options to purchase AXA ordinary shares. 
Shown below are the relevant input assumptions used to derive the fair    
values of options awarded in 2014, 2013 and 2012, respectively.           

                                                        [Enlarge/Download Table]

                                                   AXA Ordinary Shares       AllianceBernstein Holding Units 
                                              ----------------------------  -------------------------------- 
                                                                                                             
                                                2014      2013      2012      2014        2013        2012   
                                              --------  --------  --------  --------  ------------  -------- 

Dividend yield...............................     6.38%     7.52%     7.54%     8.40%  8.0 - 8.3%       6.20%
Expected volatility..........................    29.24%    31.27%    39.89%    48.90% 49.7 - 49.8%     49.20%
Risk-free interest rates.....................     1.54%     1.34%     1.80%     1.50%  0.8 - 1.7%        0.7%
Expected life in years.......................     8.20       7.7       5.6      6.00       6.0           6.0 
Weighted average fair value per option at                                                                    
  grant date................................. $   2.89  $   1.79  $   2.48  $   4.78  $       5.44  $   3.67 

  For 2014, 2013 and 2012, the Company recognized compensation costs (credits)
for employee stock options of $1 million, $(2) million and $4 million,    
respectively. As of December 31, 2014, approximately $1 million of        
unrecognized compensation cost related to unvested employee stock option  
awards, net of estimated pre-vesting forfeitures, is expected to be       
recognized by the Company over a weighted average period of 1.0 year.     

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Restricted Awards                                                         

Under the Stock Incentive Plan, AXA Financial grants restricted stock to  
employees and financial professionals of its subsidiaries. Generally, all 
  outstanding restricted stock awards have vesting terms ranging from three to
five years. Under The Equity Plan for Directors (the "Equity Plan"), AXA  
Financial grants non-officer directors of AXA Financial and certain       
  subsidiaries (including AXA Equitable) restricted AXA ordinary shares (prior
 to 2011, AXA ADRs) and unrestricted AXA ordinary shares (prior to March 15,
2010, AXA ADRs) annually. Similarly, AllianceBernstein awards restricted  
AllianceBernstein Holding units to independent members of its General     
Partner. In addition, under its Century Club Plan, awards of restricted   
 AllianceBernstein Holding units that vest ratably over three years are made
to eligible AllianceBernstein employees whose primary responsibilities are
to assist in the distribution of company-sponsored mutual funds.          

For 2014, 2013 and 2012, respectively, the Company recognized compensation
 costs of $171 million, $286 million and $148 million for awards outstanding
  under these restricted stock and unit award plans. The fair values of awards
  made under these plans are measured at the date of grant by reference to the
closing price of the unrestricted shares, and the result generally is     
  attributed over the shorter of the requisite service period, the performance
period, if any, or to the date at which retirement eligibility is achieved
and subsequent service no longer is required for continued vesting of the 
award. At December 31, 2014, approximately 19.7 million restricted shares 
and Holding units remain unvested. At December 31, 2014, approximately $46
 million of unrecognized compensation cost related to these unvested awards,
 net of estimated pre-vesting forfeitures, is expected to be recognized over
a weighted average period of 3.8 years.                                   

 The following table summarizes unvested restricted stock activity for 2014.

                                                        [Enlarge/Download Table]

                                                                                             WEIGHTED 
                                                                                 SHARES OF   AVERAGE  
                                                                                 RESTRICTED GRANT DATE
                                                                                   STOCK    FAIR VALUE
                                                                                 ---------- ----------
                                                                                                      

Unvested as of January 1, 2014..................................................     71,379 $    14.09
Granted.........................................................................     11,819 $    18.52
Vested..........................................................................     31,738 $    13.66
                                                                                 ---------- ----------
Unvested as of December 31, 2014................................................     51,460 $    15.37
                                                                                 ========== ==========

Restricted stock vested in 2014, 2013 and 2012 had aggregate vesting date 
fair values of approximately $1 million, $1 million and $1 million,       
respectively.                                                             

AXA Shareplan                                                             

2014 AXA SHAREPLAN. In 2014, eligible employees of participating AXA      
  Financial subsidiaries were offered the opportunity to purchase newly issued
AXA stock, subject to plan limits, under the terms of AXA Shareplan 2014. 
Eligible employees could have reserved a share purchase during the        
reservation period from September 1, 2014 through September 16, 2014 and  
 could have canceled their reservation or elected to make a purchase for the
first time during the retraction/subscription period from October 28, 2014
through October 31, 2014. The U.S. dollar purchase price was determined by
applying the U.S. dollar/Euro forward exchange rate on October 23, 2014 to
the discounted formula subscription price in Euros. "Investment Option A" 
permitted participants to purchase AXA ordinary shares at a 20% formula   
discounted price of $18.69 per share. "Investment Option B" permitted     
participants to purchase AXA ordinary shares at a 10.8% formula discounted
price of $20.83 per share on a leveraged basis with a guaranteed return of
initial investment plus a portion of any appreciation in the undiscounted 
 value of the total shares purchased. For purposes of determining the amount
of any appreciation, the AXA ordinary share price will be measured over a 
  fifty-two week period preceding the scheduled end date of AXA Shareplan 2014
which is July 1, 2019. All subscriptions became binding and irrevocable on
October 31, 2014.                                                         

The Company recognized compensation expense of $10 million in 2014, $13   
million in 2013 and $18 million in 2012 in connection with each respective
year's offering of AXA stock under the AXA Shareplan, representing the    
  aggregate discount provided to AXA Equitable participants for their purchase
of AXA stock under each of those plans, as adjusted for the post-vesting, 
  five-year holding period. AXA Equitable participants in AXA Shareplans 2014,
 2013 and 2012 primarily invested under Investment Option B for the purchase
of approximately 5 million, 5 million and 8 million AXA ordinary shares,  
respectively.                                                             

AXA Miles Program                                                         

 AXA MILES PROGRAM 2012. On March 16, 2012, under the terms of the AXA Miles
Program 2012, AXA granted 50 AXA ordinary shares ("AXA Miles") to every   
  employee and eligible financial professional of AXA Group for the purpose of
enhancing long-term employee-shareholder engagement. Each AXA Mile        
represents a phantom share of AXA stock that will convert to an actual AXA
ordinary share at the                                                     

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end of a four-year vesting period provided the employee or financial      
professional remains in the employ of the company or has retired from     
service. Half of each AXA Miles grant, or 25 AXA Miles, were subject to an
additional vesting condition that required improvement in at least one of 
  two AXA performance metrics in 2012 as compared to 2011 and was confirmed to
have been achieved. The total fair value of these AXA Miles awards of     
  approximately $6 million, net of expected forfeitures, is charged to expense
over the shorter of the vesting term or the period up to the date at which
the participant becomes retirement eligible and is updated to reflect     
  changes in respect of the expectation for meeting the predefined performance
 conditions. In 2014 and 2013, respectively, the expense associated with the
March 16, 2012 grant of AXA Miles was approximately $295,000 and $278,000.

AllianceBernstein Long-term Incentive Compensation Plans                  

AllianceBernstein maintains several unfunded long-term incentive          
compensation plans for the benefit of certain eligible employees and      
executives. The AllianceBernstein Capital Accumulation Plan was frozen on 
December 31, 1987 and no additional awards have been made, however, ACMC, 
LLC ("ACMC"), an indirect wholly owned subsidiary of AXA Financial, is    
obligated to make capital contributions to AllianceBernstein in amounts   
 equal to benefits paid under this plan as well as other assumed contractual
unfunded deferred compensation arrangements covering certain executives.  
  Prior to changes implemented by AllianceBernstein in fourth quarter 2011, as
  further described below, compensation expense for the remaining active plans
 was recognized on a straight-line basis over the applicable vesting period.
Prior to 2009, participants in these plans designated the percentages of  
 their awards to be allocated among notional investments in Holding units or
certain investment products (primarily mutual funds) sponsored by         
AllianceBernstein. Beginning in 2009, annual awards granted under the     
 Amended and Restated AllianceBernstein Incentive Compensation Award Program
were in the form of restricted Holding units.                             

In fourth quarter 2011, AllianceBernstein implemented changes to          
AllianceBernstein's employee long-term incentive compensation award.      
AllianceBernstein amended all outstanding year-end deferred incentive     
compensation awards of active employees (i.e., those employees employed as
of December 31, 2011), so that employees who terminate their employment or
 are terminated without cause may continue to vest, so long as the employees
do not violate the agreements and covenants set forth in the applicable   
 award agreement, including restrictions on competition, employee and client
  solicitation, and a claw-back for failing to follow existing risk management
  policies. This amendment resulted in the immediate recognition in the fourth
quarter of the cost of all unamortized deferred incentive compensation on 
 outstanding awards from prior years that would otherwise have been expensed
in future periods.                                                        

  In addition, awards granted in 2012 contain the same vesting provisions and,
accordingly, AllianceBernstein's annual incentive compensation expense    
reflect 100% of the expense associated with the deferred incentive        
compensation awarded in each year. This approach to expense recognition   
closely matches the economic cost of awarding deferred incentive          
compensation to the period in which the related service is performed.     

AllianceBernstein engages in open-market purchases of AllianceBernstein   
  Holding L.P. ("AB Holding") units ("Holding units") to help fund anticipated
  obligations under its incentive compensation award program, for purchases of
Holding units from employees and other corporate purposes. During 2014 and
 2013, AllianceBernstein purchased 3.6 million and 5.2 million Holding units
for $93 million and $111 million respectively. These amounts reflect      
open-market purchases of 0.3 million and 1.9 million Holding units for $7 
million and $39 million, respectively, with the remainder relating to     
  purchases of Holding units from employees to allow them to fulfill statutory
tax requirements at the time of distribution of long-term incentive       
 compensation awards, offset by Holding units purchased by employees as part
of a distribution reinvestment election.                                  

During 2014, AllianceBernstein granted to employees and Eligible Directors
  7.6 million restricted AB Holding Unit awards (including 6.6 million granted
in December for 2014 year-end awards). During 2013, AllianceBernstein     
granted to employees and Eligible Directors 13.9 million restricted AB    
Holding awards (including 6.5 million granted in December 2013 for 2013   
year-end awards and 6.5 million granted in January 2013 for 2012 year-end 
 awards). Prior to third quarter 2013, AllianceBernstein funded these awards
  by allocating previously repurchased Holding units that had been held in its
  consolidated rabbi trust. In 2014, AB Holding used Holding units repurchased
during the fourth quarter of 2014 and newly-issued Holding units to fund  
restricted Holding awards.                                                

Effective July 1, 2013, management of AllianceBernstein and               
AllianceBernstein Holding L.P. ("AB Holding") retired all unallocated     
Holding units in AllianceBernstein's consolidated rabbi trust. To retire  
such units, AllianceBernstein delivered the unallocated Holding units held
in its consolidated rabbi trust to AB Holding in exchange for the same    
amount of AllianceBernstein units. Each entity then retired its respective
units. As a result, on July 1, 2013, each of AllianceBernstein's and AB   
Holding's units outstanding decreased by approximately 13.1 million       
  units. AllianceBernstein and AB Holding intend to retire additional units as
AllianceBernstein purchases Holding units on the open market or from      
  employees to allow them to fulfill statutory tax withholding requirements at
  the time of distribution of long-term incentive compensation awards, if such
 units are not required to fund new employee awards in the near future. If a
sufficient number of Holding units is not available in the rabbi trust to 
fund new awards, AB Holding will issue new Holding units in exchange for  
newly-issued AllianceBernstein units, as was done in December 2013.       

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The 2012 long-term incentive compensation awards allowed most employees to
 allocate their award between restricted Holding units and deferred cash. As
a result, 6.5 million restricted Holding unit awards for the December 2012
awards were awarded and allocated as such within the consolidated rabbi   
 trust in January. There were approximately 17.9 million unallocated Holding
  units remaining in the consolidated rabbi trust as of December 31, 2012. The
purchases and issuances of Holding units resulted in an increase of $60   
million in Capital in excess of par value during 2012 with a corresponding
decrease of $60 million in Noncontrolling interest.                       

The Company recorded compensation and benefit expenses in connection with 
these long-term incentive compensation plans of AllianceBernstein totaling
$173 million, $156 million and $147 million for 2014, 2013 and 2012,      
respectively. The cost of the 2014 awards made in the form of restricted  
Holding units was measured, recognized, and disclosed as a share-based    
compensation program.                                                     

 On July 1, 2010, the AllianceBernstein 2010 Long Term Incentive Plan ("2010
Plan"), as amended, was established, under which various types of Holding 
unit-based awards have been available for grant to its employees and      
 Eligible Directors, including restricted or phantom restricted Holding unit
  awards, Holding unit appreciation rights and performance awards, and options
to buy Holding units. The 2010 Plan will expire on June 30, 2020 and no   
awards under the 2010 Plan will be made after that date. Under the 2010   
  Plan, the aggregate number of Holding units with respect to which awards may
be granted is 60 million, including no more than 30 million newly issued  
  Holding units. As of December 31, 2014, 273,387 options to buy Holding units
had been granted and 42 million Holding units net of forfeitures, were    
subject to other Holding unit awards made under the 2010 Plan. Holding    
  unit-based awards (including options) in respect of 17 million Holding units
were available for grant as of December 31, 2014.                         

14)INCOME TAXES                                                                 

  A summary of the income tax (expense) benefit in the consolidated statements
of earnings (loss) follows:                                               

                                                                [Download Table]

                                                 2014      2013     2012  
                                              ---------  -------- ------- 
                                                     (IN MILLIONS)        
                                                                          
Income tax (expense) benefit:                                             
  Current (expense) benefit.................. $    (552) $    197 $  (233)
  Deferred (expense) benefit.................    (1,143)    1,876     391 
                                              ---------  -------- ------- 
Total........................................ $  (1,695) $  2,073 $   158 
                                              =========  ======== ======= 

The Federal income taxes attributable to consolidated operations are      
different from the amounts determined by multiplying the earnings before  
 income taxes and noncontrolling interest by the expected Federal income tax
rate of 35%. The sources of the difference and their tax effects are as   
follows:                                                                  

                                                                [Download Table]

                                                 2014      2013     2012  
                                              ---------  --------  ------ 
                                                     (IN MILLIONS)        
                                                                          

Expected income tax (expense) benefit........ $  (2,140) $  1,858  $  (20)
Noncontrolling interest......................       119       101      37 
Separate Accounts investment activity........       116       122      94 
Non-taxable investment income (loss).........        12        20      24 
Tax audit interest...........................        (6)      (14)     (2)
State income taxes...........................        (4)       (6)      7 
AllianceBernstein Federal and foreign taxes..         4         2      10 
Tax settlement...............................       212        --      -- 
Other........................................        (8)      (10)      8 
                                              ---------  --------  ------ 
Income tax (expense) benefit................. $  (1,695) $  2,073  $  158 
                                              =========  ========  ====== 

 In second quarter 2014 the Company recognized a tax benefit of $212 million
related to settlement of the IRS audit for tax years 2006 and 2007.       

In February 2014, the IRS released Revenue Ruling 2014-7, eliminating the 
IRS' previous guidance related to the methodology to be followed in       
calculating the Separate Account dividends received deduction ("DRD").    
However, there remains the possibility that the IRS and the U.S. Treasury 
will address, through subsequent guidance, the issues previously raised   
 related to the calculation of the DRD. The ultimate timing and substance of
any such guidance is unknown. It is also possible that the calculation of 
the Separate Account DRD will be addressed in future legislation. Any such
guidance or legislation could result in the elimination or reduction on   
either a retroactive or prospective basis of the Separate Account DRD tax 
benefit that the Company receives.                                        

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

                                                        [Enlarge/Download Table]

                                               DECEMBER 31, 2014   December 31, 2013 
                                              ------------------- -------------------
                                              ASSETS  LIABILITIES Assets  Liabilities
                                              ------- ----------- ------- -----------
                                                           (IN MILLIONS)             
                                                                                     

Compensation and related benefits............ $   150 $        -- $   104 $        --
Reserves and reinsurance.....................      --       1,785      --         688
DAC..........................................      --       1,162      --       1,016
Unrealized investment gains or losses........      --         614      --          85
Investments..................................      --       1,490      --       1,410
Net operating losses and credits.............     512          --     492          --
Other........................................     112          --       7          --
                                              ------- ----------- ------- -----------
Total........................................ $   774 $     5,051 $   603 $     3,199
                                              ======= =========== ======= ===========

As of December 31, 2014, the Company had $512 million of AMT credits which
do not expire.                                                            

The Company does not provide income taxes on the undistributed earnings of
 non-U.S. corporate subsidiaries except to the extent that such earnings are
  not permanently invested outside the United States. As of December 31, 2014,
$264 million of accumulated undistributed earnings of non-U.S. corporate  
subsidiaries were permanently invested outside the United States. At      
  existing applicable income tax rates, additional taxes of approximately $106
million would need to be provided if such earnings were remitted.         

At December 31, 2014 and 2013, of the total amount of unrecognized tax    
benefits $397 million and $568 million, respectively, would affect the    
effective rate.                                                           

The Company recognizes accrued interest and penalties related to          
  unrecognized tax benefits in tax expense. Interest and penalties included in
 the amounts of unrecognized tax benefits at December 31, 2014 and 2013 were
$77 million and $120 million, respectively. For 2014, 2013 and 2012,      
  respectively, there were $43 million, $15 million and $4 million in interest
expense related to unrecognized tax benefits.                             

A reconciliation of unrecognized tax benefits (excluding interest and     
penalties) follows:                                                       

                                                                [Download Table]

                                               2014    2013    2012  
                                              ------  ------  ------ 
                                                   (IN MILLIONS)     
                                                                     

Balance at January 1,........................ $  592  $  573  $  453 
Additions for tax positions of prior years...     56      57     740 
Reductions for tax positions of prior years..   (181)    (38)   (620)
Additions for tax positions of current year..      8      --      -- 
                                              ------  ------  ------ 
Balance at December 31,...................... $  475  $  592  $  573 
                                              ======  ======  ====== 

 During the second quarter of 2014, the IRS completed its examination of the
 Company's 2006 and 2007 Federal corporate income tax returns and issued its
 Revenue Agent's Report. An appeal of the 2004 and 2005 tax years is pending
at the Appeals Office of the IRS. It is reasonably possible that the total
amounts of unrecognized tax benefit will change within the next 12 months 
 due to the conclusion of IRS proceedings and the addition of new issues for
open tax years. The possible change in the amount of unrecognized tax     
benefits cannot be estimated at this time.                                

15)ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)                                

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

                                                                [Download Table]

                                                         DECEMBER 31,           
                                              --------------------------------- 
                                                 2014        2013       2012    
                                              ----------  ---------  ---------- 
                                                        (IN MILLIONS)           
                                                                                

Unrealized gains (losses) on investments..... $    1,089  $     141  $    1,352 
Defined benefit pension plans................       (780)      (757)     (1,056)
                                              ----------  ---------  ---------- 
Total accumulated other comprehensive                                           
  income (loss)..............................        309       (616)        296 
                                              ----------  ---------  ---------- 
Less: Accumulated other comprehensive                                           
  (income) loss attributable to                                                 
  noncontrolling interest....................         42         13          21 
                                              ----------  ---------  ---------- 
Accumulated Other Comprehensive Income                                          
  (Loss) Attributable to AXA Equitable....... $      351  $    (603) $      317 
                                              ==========  =========  ========== 

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The components of OCI for the past three years, net of tax, follow:       

                                                                [Download Table]

                                                     2014         2013       2012   
                                                  ----------  -----------  -------- 

                                                            (IN MILLIONS)           
                                                                                    
Change in net unrealized gains (losses)                                             
  on investments:                                                                   
  Net unrealized gains (losses) arising                                             
   during the year............................... $    1,043  $    (1,550) $    658 
  (Gains) losses reclassified into net                                              
   earnings (loss) during the year/(1)/..........         37           49        59 
                                                  ----------  -----------  -------- 
Net unrealized gains (losses) on investments.....      1,080       (1,501)      717 
Adjustments for policyholders liabilities,                                          
  DAC, insurance liability loss recognition                                         
  and other......................................       (132)         290      (137)
                                                  ----------  -----------  -------- 
Change in unrealized gains (losses), net of                                         
  adjustments and (net of deferred income                                           
  tax expense (benefit) of $529, $(654) and $318)        948       (1,211)      580 
                                                  ----------  -----------  -------- 
Change in defined benefit plans:                                                    
  Net gain (loss) arising during the year........        (95)         198       (82)
  Prior service cost arising during the year.....         --           --         1 
  Less: reclassification adjustments to net                                         
   earnings (loss) for:/(2)/                                                        
   Amortization of net (gains) losses                                               
     included in net periodic cost...............         72          101       106 
   Amortization of net prior service credit                                         
     included in net periodic cost...............         --           --         1 
                                                  ----------  -----------  -------- 
Change in defined benefit plans (net of                                             
  deferred income tax expense (benefit) of                                          
  $(15), $161 and $14)...........................        (23)         299        26 
                                                  ----------  -----------  -------- 
Total other comprehensive income (loss), net                                        
  of income taxes................................        925         (912)      606 
Less: Other comprehensive (income) loss                                             
  attributable to noncontrolling interest........         29           (8)        8 
                                                  ----------  -----------  -------- 
Other Comprehensive Income (Loss)                                                   
  Attributable to AXA Equitable.................. $      954  $      (920) $    614 
                                                  ==========  ===========  ======== 

/(1)/See "Reclassification adjustments" in Note 3. Reclassification amounts 
   presented net of income tax expense (benefit) of $(19) million, $(26)
million and $(32) million for 2014, 2013 and 2012, respectively.  
/(2)/These AOCI components are included in the computation of net periodic  
   costs (see Note 12). Reclassification amounts presented net of income
     tax expense (benefit) of $(39) million, $(54) million and $(58) million
for 2014, 2013 and 2012, respectively.                            

Investment gains and losses reclassified from AOCI to net earnings (loss) 
primarily consist of realized gains (losses) on sales and OTTI of AFS     
securities and are included in Total investment gains (losses), net on the
consolidated statements of earnings (loss). Amounts reclassified from AOCI
  to net earnings (loss) as related to defined benefit plans primarily consist
of amortizations of net (gains) losses and net prior service cost (credit)
 recognized as a component of net periodic cost and reported in Compensation
and benefit expenses in the consolidated statements of earnings (loss).   
Amounts presented in the table above are net of tax.                      

16)COMMITMENTS AND CONTINGENT LIABILITIES                                       

Debt Maturities                                                           

 At December 31, 2014, aggregate maturities of the long-term debt, including
 any current portion of long-term debt, based on required principal payments
at maturity, were $200 million for 2015 and $0 million for 2017 and       
thereafter.                                                               

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 non-cancelable     
operating leases for 2015 and the four successive years are $211 million, 
$212 million, $209 million, $195 million, $184 million and $1,081 million 
thereafter. Minimum future sublease rental income on these non-cancelable 
 operating leases for 2015 and the four successive years is $53 million, $55
 million, $54 million, $53 million, $53 million and $153 million thereafter.

Restructuring                                                             

As part of the Company's on-going efforts to reduce costs and operate more
 efficiently, from time to time, management has approved and initiated plans
  to reduce headcount and relocate certain operations. In 2014, 2013 and 2012,
respectively, AXA Equitable recorded $42 million, $85 million and $30     
million pre-tax charges related to severance and lease costs. The amounts 
recorded in 2014 and 2013 included                                        

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  pre-tax charges of $25 million and $52 million, respectively, related to the
 reduction in office space in the Company's 1290 Avenue of the Americas, New
York, NY headquarters. The restructuring costs and liabilities associated 
with the Company's initiatives were as follows:                           

                                                                [Download Table]

                                                              DECEMBER 31,      
                                                        ----------------------- 
                                                          2014    2013    2012  
                                                        -------  ------  ------ 
                                                             (IN MILLIONS)      
                                                                                

Balance, beginning of year............................. $   122  $   52  $   44 
Additions..............................................      21     140      54 
Cash payments..........................................     (24)    (66)    (46)
Other reductions.......................................      (6)     (4)     -- 
                                                        -------  ------  ------ 
Balance, End of Year................................... $   113  $  122  $   52 
                                                        =======  ======  ====== 

As a result of AllianceBernstein's ongoing efforts to operate more        
efficiently during 2014, 2013 and 2012, respectively, AllianceBernstein   
 recorded a $6 million, $4 million and $21 million pre-tax charge related to
severance costs. During 2013 and 2012, AllianceBernstein recorded $28     
million and $223 million, respectively, of pre-tax real estate charges    
related to a global office space consolidation plan. The charges reflected
the net present value of the difference between the amount of             
AllianceBernstein's on-going contractual operating lease obligations for  
  this space and their estimate of current market rental rates, as well as the
  write-off of leasehold improvements, furniture and equipment related to this
space offset by changes in estimates relating to previously recorded real 
 estate charges. Included in the 2013 real estate charge was a charge of $17
million related to additional sublease losses resulting from the extension
of sublease marketing periods. AllianceBernstein will compare current     
 sublease market conditions to those assumed in their initial write-offs and
record any adjustments if necessary.                                      

Guarantees and Other Commitments                                          

The Company provides certain guarantees or commitments to affiliates and  
 others. At December 31, 2014, these arrangements include commitments by the
Company to provide equity financing of $476 million to certain limited    
 partnerships under certain conditions. Management believes the Company will
not incur material losses as a result of these commitments.               

 AXA Equitable is the obligor under certain structured settlement agreements
  it had entered into with unaffiliated insurance companies and beneficiaries.
  To satisfy its obligations under these agreements, AXA Equitable owns single
premium annuities issued by previously wholly owned life insurance        
  subsidiaries. AXA Equitable 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 need for AXA Equitable to satisfy those
obligations is remote.                                                    

The Company had $16 million of undrawn letters of credit related to       
reinsurance at December 31, 2014. The Company had $498 million of         
commitments under existing mortgage loan agreements at December 31, 2014. 

During 2009, AllianceBernstein entered into a subscription agreement under
which it committed to invest up to $35 million, as amended in 2011, in a  
venture capital fund over a six-year period. As of December 31, 2014,     
AllianceBernstein had funded $32 million of this commitment.              

During 2010, as general partner of the AllianceBernstein U.S. Real Estate 
L.P. (the "Real Estate Fund"), AllianceBernstein committed to invest $25  
 million in the Real Estate Fund. As of December 31, 2014, AllianceBernstein
had funded $16 million of this commitment.                                

During 2012, AllianceBernstein entered into an investment agreement under 
 which it committed to invest up to $8 million in an oil and gas fund over a
 three-year period. As of December 31, 2014, AllianceBernstein had funded $6
million of this commitment.                                               

17)LITIGATION                                                                   

INSURANCE LITIGATION                                                      

A lawsuit was filed in the United States District Court of the District of
New Jersey in July 2011, entitled Mary Ann Sivolella v. AXA Equitable Life
 Insurance Company and AXA Equitable Funds Management Group, LLC ("FMG LLC")
("Sivolella Litigation"). The lawsuit was filed derivatively on behalf of 
eight funds. The lawsuit seeks recovery under Section 36(b) of the        
Investment Company Act of 1940, as amended (the "Investment Company Act"),
 for alleged excessive fees paid to AXA Equitable and FMG LLC for investment
  management services. In November 2011, plaintiff filed an amended complaint,
 adding claims under Sections 47(b) and 26(f) of the Investment Company Act,
as well                                                                   

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as a claim for unjust enrichment. In addition, plaintiff purports to file 
the lawsuit as a class action in addition to a derivative action. In the  
amended complaint, plaintiff seeks recovery of the alleged overpayments,  
 rescission of the contracts, restitution of all fees paid, interest, costs,
attorney fees, fees for expert witnesses and reserves the right to seek   
punitive damages where applicable. In December 2011, AXA Equitable and FMG
LLC filed a motion to dismiss the amended complaint. In May 2012, the     
Plaintiff voluntarily dismissed her claim under Section 26(f) seeking     
  restitution and rescission under Section 47(b) of the 1940 Act. In September
2012, the Court denied the defendants' motion to dismiss as it related to 
 the Section 36(b) claim and granted the defendants' motion as it related to
the unjust enrichment claim.                                              

In January 2013, a second lawsuit was filed in the United States District 
Court of the District of New Jersey entitled Sanford et al. v. FMG LLC    
("Sanford Litigation"). The lawsuit was filed derivatively on behalf of   
eight funds, four of which are named in the Sivolella lawsuit as well as  
four new funds, and seeks recovery under Section 36(b) of the Investment  
Company Act for alleged excessive fees paid to FMG LLC for investment     
 management services. In light of the similarities of the allegations in the
Sivolella and Sanford Litigations, the parties and the Court agreed to    
consolidate the two lawsuits.                                             

In April 2013, the plaintiffs in the Sivolella and Sanford Litigations    
amended the complaints to add additional claims under Section 36(b) of the
Investment Company Act for recovery of alleged excessive fees paid to FMG 
LLC in its capacity as administrator of EQ Advisors Trust. The Plaintiffs 
seek recovery of the alleged overpayments, or alternatively, rescission of
  the contract and restitution of the excessive fees paid, interest, costs and
fees. In January 2015, defendants filed a motion for summary judgment as  
 well as various motions to strike certain of the Plaintiffs' experts in the
Sivolella and Sanford Litigations. Also in January 2015, two Plaintiffs in
 the Sanford Litigation filed a motion for partial summary judgment relating
to the EQ/Core Bond Index Portfolio as well as motions in limine to bar   
admission of certain documents and preclude the testimony of one of       
defendants' experts.                                                      

A lawsuit was filed in the United States District Court for the Southern  
District of New York in April 2014, entitled Andrew Yale, on behalf of    
himself and all others similarly situated v. AXA Life Insurance Company   
 F/K/A AXA Equitable Life Insurance Company. The lawsuit is a putative class
action on behalf of all persons and entities that, directly or indirectly,
  purchased, renewed or paid premiums on life insurance policies issued by AXA
Equitable from 2011 to March 11, 2014 (the "Policies"). The complaint     
  alleges that AXA Equitable did not disclose in its New York statutory annual
  statement or elsewhere that certain reinsurance transactions with affiliated
reinsurance companies were collateralized using "contractual parental     
guarantees," and thereby AXA Equitable allegedly misrepresented its       
  "financial condition" and "legal reserve system." The lawsuit seeks recovery
under Section 4226 of the New York Insurance Law of the equivalent of all 
premiums paid by the class for the Policies during the relevant period. In
June 2014, AXA Equitable filed a motion to dismiss the complaint on       
procedural grounds, which was denied in October 2014. In February 2015,   
plaintiffs substituted two new named plaintiffs for the current named     
  plaintiff, Mr. Yale, who had determined that he could not serve as the named
  plaintiff and class representative in the case. In March 2015, AXA Equitable
filed a motion to dismiss on substantial grounds.                         

  A lawsuit was filed in the Supreme Court of the State of New York, County of
Westchester, Commercial Division ("New York state court") in June 2014,   
  entitled Jessica Zweiman, Executrix of the Estate of Anne Zweiman, on behalf
  of herself and all others similarly situated v. AXA Equitable Life Insurance
Company. The lawsuit is a putative class action on behalf of "all persons 
who purchased variable annuities from AXA Equitable which subsequently    
became subject to the ATM Strategy, and who suffered injury as a result   
thereof." Plaintiff asserts that volatility management techniques - which 
 the complaint refers to as the "ATM Strategy" - were implemented in certain
  variable investment options offered to plaintiff's mother under her variable
annuity contract and that use of volatility management in those options   
  "breached the terms of the variable deferred annuities held by plaintiff and
the Class." The lawsuit seeks unspecified damages. In July 2014, AXA      
 Equitable filed a notice of removal to the United States District Court for
  the Southern District of New York. In July 2014, plaintiff filed a motion to
 remand the action to New York state court. In September 2014, AXA Equitable
filed a motion to dismiss the Complaint as precluded by the Securities    
Litigation Uniform Standards Act.                                         

In November 2014, a separate lawsuit entitled Arlene Shuster, on behalf of
herself and all others similarly situated v. AXA Equitable Life Insurance 
Company was filed in the Superior Court of New Jersey, Camden County ("New
Jersey state court"). The lawsuit is a putative class action on behalf of 
"all AXA [Equitable] variable life insurance policyholders who allocated  
 funds from their Policy Accounts to investments in AXA's Separate Accounts,
  which were subsequently subjected to volatility-management strategy, and who
suffered injury as a result thereof." Plaintiff asserts that volatility   
 management techniques were implemented in certain variable investment funds
  offered to plaintiff under her variable life insurance contract and that use
 of volatility management in those funds "breached the terms of the variable
 life insurance policies held by plaintiff and the Class." The lawsuit seeks
unspecified damages. In December 2014, AXA Equitable filed a notice of    
removal to the United States District Court for the District of New Jersey
and a motion to transfer to the United States District Court for the      
 Southern District of New York. In January 2015, plaintiff filed a motion to
  remand the action to New Jersey state court. In January 2015, the New Jersey
  federal district court stayed AXA Equitable's motion to transfer, as well as
its date to respond to the complaint, pending resolution of Plaintiff's   
motion to remand.                                                         

ALLIANCEBERNSTEIN LITIGATION                                              

During first quarter 2012, AllianceBernstein received a legal letter of   
claim (the "Letter of Claim") sent on behalf of Philips Pension Trustees  
Limited and Philips Electronics UK Limited ("Philips"), a former pension  
fund client, alleging that AllianceBernstein Limited (one of              

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AllianceBernstein's subsidiaries organized in the United Kingdom) was     
negligent and failed to meet certain applicable standards of care with    
respect to the initial investment in, and management of, a                
(Pounds)500 million portfolio of U.S. mortgage-backed securities. The     
alleged damages range between $177 million and $234 million, plus compound
 interest on an alleged $125 million of realized losses in the portfolio. On
January 2, 2014, Philips filed a claim form ("Claim") in the High Court of
  Justice in London, England, which formally commenced litigation with respect
to the allegations in the Letter of Claim. AllianceBernstein believes that
it has strong defenses to these claims, which were set forth in           
AllianceBernstein's October 12, 2012 response to the Letter of Claim and  
AllianceBernstein's June 27, 2014 Statement of Defence in response to the 
Claim, and will defend this matter vigorously.                            

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

In addition to the matters described above, a number of lawsuits, claims, 
assessments and regulatory inquiries have been filed or commenced against 
life and health insurers and asset managers in the jurisdictions in which 
  AXA Equitable and its respective subsidiaries do business. These actions and
 proceedings involve, among other things, insurers' sales practices, alleged
agent misconduct, alleged failure to properly supervise agents, contract  
administration, product design, features and accompanying disclosure,     
alleged breach of fiduciary duties, alleged mismanagement of client funds 
and other matters. Some of the matters have resulted in the award of      
substantial judgments against other insurers and asset managers, including
  material amounts of punitive damages, or in substantial settlements. In some
  states, juries have substantial discretion in awarding punitive damages. AXA
Equitable and its subsidiaries from time to time are involved in such     
  actions and proceedings. Some of these actions and proceedings filed against
AXA Equitable and its subsidiaries have been brought on behalf of various 
alleged classes of plaintiffs and certain of these plaintiffs 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 AXA Equitable's consolidated  
financial position or results of operations. However, it should be noted  
that the frequency of large damage awards, including large punitive damage
awards that bear little or no relation to actual economic damages incurred
by plaintiffs in some jurisdictions, continues to create the potential for
an unpredictable judgment in any given matter.                            

Although the outcome of litigation and regulatory matters generally cannot
  be predicted with certainty, management intends to vigorously defend against
the allegations made by the plaintiffs in the actions described above and 
believes that the ultimate resolution of the litigation and regulatory    
matters described therein involving AXA Equitable and/or its subsidiaries 
should not have a material adverse effect on the consolidated financial   
position of AXA Equitable. Management cannot make an estimate of loss, if 
  any, or predict whether or not any of the litigations and regulatory matters
described above will have a material adverse effect on AXA Equitable's    
consolidated results of operations in any particular period.              

18)INSURANCE GROUP STATUTORY FINANCIAL INFORMATION                              

  AXA Equitable is restricted as to the amounts it may pay as dividends to AXA
Financial. Under New York insurance law, a domestic life insurer may,     
without prior approval of the Superintendent of the NYSDFS, pay a dividend
 to its shareholders not exceeding an amount calculated based on a statutory
formula. This formula would permit AXA Equitable to pay shareholder       
dividends not greater than $517 million during 2015. Payment of dividends 
exceeding this amount requires the insurer to file notice of its intent to
  declare such dividends with the Superintendent of the NYSDFS who then has 30
 days to disapprove the distribution. For 2014, 2013 and 2012, respectively,
AXA Equitable's statutory net income (loss) totaled $1,664 million, $(28) 
million and $602 million. Statutory surplus, capital stock and Asset      
Valuation Reserve ("AVR") totaled $5,793 million and $4,360 million at    
December 31, 2014 and 2013, respectively. In 2014 AXA Equitable paid $382 
  million in shareholders' dividends. In 2013, AXA Equitable paid $234 million
  in shareholder dividends and transferred approximately 10.9 million in Units
 of AllianceBernstein (fair value of $234 million) in the form of a dividend
to AXA Financial. In 2012, AXA Equitable paid $362 million in shareholder 
dividends.                                                                

At December 31, 2014, AXA Equitable, in accordance with various government
and state regulations, had $65 million of securities on deposit with such 
government or state agencies.                                             

In 2014 and 2013 AXA Equitable, with the approval of the NYSDFS, repaid at
  par value plus accrued interest $825 million and $500 million, respectively,
of outstanding surplus notes to AXA Financial.                            

 At December 31, 2014 and for the year then ended, there were no differences
in net income (loss) and capital and surplus resulting from practices     
prescribed and permitted by NYSDFS and those prescribed by NAIC Accounting
Practices and Procedures effective at December 31, 2014.                  

Accounting practices used to prepare statutory financial statements for   
regulatory filings of stock life insurance companies differ in certain    
instances from U.S. GAAP. The differences between statutory surplus and   
 capital stock determined in accordance with Statutory Accounting Principles
  ("SAP") and total equity under U.S. 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 U.S. GAAP due to differences between
actuarial assumptions and reserving methodologies; (c) certain policy     
acquisition costs are expensed under                                      

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SAP but deferred under U.S. GAAP and amortized over future periods to     
achieve a matching of revenues and expenses; (d) under SAP, Federal income
taxes are provided on the basis of amounts currently payable with limited 
  recognition of deferred tax assets while under U.S. GAAP, deferred taxes are
 recorded for temporary differences between the financial statements and tax
basis of assets and liabilities where the probability of realization is   
reasonably assured; (e) the valuation of assets under SAP and U.S. 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; (f) the valuation of the investment in
  AllianceBernstein and AllianceBernstein Holding under SAP reflects a portion
of the market value appreciation rather than the equity in the underlying 
  net assets as required under U.S. GAAP; (g) reporting the surplus notes as a
component of surplus in SAP but as a liability in U.S. GAAP; (h) computer 
software development costs are capitalized under U.S. GAAP but expensed   
 under SAP; (i) certain assets, primarily prepaid assets, are not admissible
under SAP but are admissible under U.S. GAAP, (j) the fair valuing of all 
  acquired assets and liabilities including intangible assets are required for
U.S. GAAP purchase accounting and (k) cost of reinsurance which is        
recognized as expense under SAP and amortized over the life of the        
underlying reinsured policies under U.S. GAAP.                            
The following tables reconcile AXA Equitable's statutory change in surplus
and capital stock and statutory surplus and capital stock determined in   
accordance with accounting practices prescribed by NYSDFS laws and        
  regulations with consolidated net earnings (loss) and equity attributable to
AXA Equitable on a U.S. GAAP basis.                                       

                                                        [Enlarge/Download Table]

                                                                                     DECEMBER 31,            
                                                                          ---------------------------------- 
                                                                             2014        2013        2012    
                                                                          ----------  ----------  ---------- 
                                                                                     (IN MILLIONS)           
                                                                                                             
Net change in statutory surplus and capital stock........................ $    1,345  $     (864) $       64 
Change in AVR............................................................         89          46         269 
                                                                          ----------  ----------  ---------- 
Net change in statutory surplus, capital stock and AVR...................      1,434        (818)        333 
Adjustments:                                                                                                 
 Future policy benefits and policyholders' account balances..............     (1,128)       (607)       (508)
 DAC.....................................................................        413          75         142 
 Deferred income taxes...................................................       (904)      2,038         798 
 Valuation of investments................................................       (139)          7        (377)
 Valuation of investment subsidiary......................................       (289)       (109)       (306)
 Increase (decrease) in the fair value of the reinsurance contract asset.      3,964      (4,297)        497 
 Pension adjustment......................................................        (13)       (478)        (41)
 Amortization of deferred cost of insurance ceded to AXA Arizona.........       (280)       (280)       (126)
 Shareholder dividends paid..............................................        382         468         362 
 Changes in non-admitted assets..........................................       (227)          2        (489)
 Repayment of surplus Note...............................................        825         500           - 
 Other, net..............................................................         (5)        (74)       (190)
                                                                          ----------  ----------  ---------- 
U.S. GAAP Net Earnings (Loss) Attributable to AXA Equitable.............. $    4,033  $   (3,573) $       95 
                                                                          ==========  ==========  ========== 

                                                                                     DECEMBER 31,            
                                                                          ---------------------------------- 
                                                                             2014        2013        2012    
                                                                          ----------  ----------  ---------- 
                                                                                     (IN MILLIONS)           
Statutory surplus and capital stock...................................... $    5,170  $    3,825  $    4,689 
AVR......................................................................        623         535         489 
                                                                          ----------  ----------  ---------- 
Statutory surplus, capital stock and AVR.................................      5,793       4,360       5,178 
Adjustments:                                                                                                 
 Future policy benefits and policyholders' account balances..............     (5,195)     (3,884)     (3,642)
 DAC.....................................................................      4,271       3,874       3,728 
 Deferred income taxes...................................................     (4,259)     (2,672)     (5,330)
 Valuation of investments................................................      2,208         703       3,271 
 Valuation of investment subsidiary......................................       (898)       (515)       (137)
 Fair value of reinsurance contracts.....................................     10,711       6,747      11,044 
 Deferred cost of insurance ceded to AXA Arizona.........................      2,086       2,366       2,646 
 Non-admitted assets.....................................................        242         469         467 
 Issuance of surplus notes...............................................        200      (1,025)     (1,525)
 Other, net..............................................................        (40)        115        (264)
                                                                          ----------  ----------  ---------- 
U.S. GAAP Total Equity Attributable to AXA Equitable..................... $   15,119  $   10,538  $   15,436 
                                                                          ==========  ==========  ========== 

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19)BUSINESS SEGMENT INFORMATION                                                 

The following tables reconcile segment revenues and earnings (loss) from  
operations before income taxes to total revenues and earnings (loss) as   
reported on the consolidated statements of earnings (loss) and segment    
assets to total assets on the consolidated balance sheets, respectively.  

                                                        [Enlarge/Download Table]

                                                           2014      2013      2012   
                                                        ---------  --------  -------- 
                                                                (IN MILLIONS)         
                                                                                      
SEGMENT REVENUES:                                                                     
Insurance/(1)/......................................... $  12,656  $    (54) $  6,443 
Investment Management/(2)/.............................     3,011     2,915     2,738 
Consolidation/elimination..............................       (27)      (21)      (21)
                                                        ---------  --------  -------- 
Total Revenues......................................... $  15,640  $  2,840  $  9,160 
                                                        =========  ========  ======== 

/1)/ Includes investment expenses charged by AllianceBernstein of           
   approximately $40 million, $37 million and $31 million for 2014, 2013
and 2012, respectively, for services provided to the Company.     
/2)/ Intersegment investment advisory and other fees of approximately $67   
million, $58 million and $52 million for 2014, 2013 and 2012,     
respectively, are included in total revenues of the Investment    
Management segment.                                               

                                                                [Download Table]

                                                          2014      2013      2012  
                                                        -------- ---------  ------- 
                                                               (IN MILLIONS)        
                                                                                    
SEGMENT EARNINGS (LOSS) FROM OPERATIONS, BEFORE                                     
INCOME TAXES:                                                                       
Insurance.............................................. $  5,512 $  (5,872) $  (132)
Investment Management/(1)/.............................      603       564      190 
Consolidation/elimination..............................       --        (1)      -- 
                                                        -------- ---------  ------- 
Total Earnings (Loss) from Operations, before Income                                
  Taxes................................................ $  6,115 $  (5,309) $    58 
                                                        ======== =========  ======= 

/(1)/Net of interest expenses incurred on securities borrowed.              

                                                                [Download Table]

                                                              DECEMBER 31,       
                                                        ------------------------ 
                                                            2014         2013    
                                                        -----------  ----------- 
                                                              (IN MILLIONS)      
                                                                                 
SEGMENT ASSETS:                                                                  
Insurance.............................................. $   184,018  $   171,532 
Investment Management..................................      11,990       11,873 
Consolidation/elimination..............................          (3)          (4)
                                                        -----------  ----------- 
Total Assets........................................... $   196,005  $   183,401 
                                                        ===========  =========== 

In accordance with SEC regulations, securities with a fair value of $415  
million and $925 million have been segregated in a special reserve bank   
custody account at December 31, 2014 and 2013, respectively, for the      
exclusive benefit of securities broker-dealer or brokerage customers under
the Exchange Act.                                                         

20)QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)                                  

 The quarterly results of operations for 2014 and 2013 are summarized below:

                                                        [Enlarge/Download Table]

                                                                         THREE MONTHS ENDED                 
                                                        --------------------------------------------------- 
                                                          MARCH 31     JUNE 30    SEPTEMBER 30  DECEMBER 31 
                                                        -----------  ----------  -------------  ----------- 
                                                                           (IN MILLIONS)                    
                                                                                                            
2014                                                                                                        
----                                                                                                        
Total Revenues......................................... $     3,706  $    3,524  $       3,754  $     4,656 
                                                        ===========  ==========  =============  =========== 
Net Earnings (Loss), Attributable to AXA Equitable..... $       977  $      945  $         987  $     1,124 
                                                        ===========  ==========  =============  =========== 

2013                                                                                                        
----                                                                                                        
Total Revenues......................................... $       392  $      537  $         834  $     1,077 
                                                        ===========  ==========  =============  =========== 
Net Earnings (Loss), Attributable to AXA Equitable..... $    (1,004) $   (1,051) $        (878) $      (640)
                                                        ===========  ==========  =============  =========== 

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PART C  

OTHER INFORMATION 

Item 24. Financial Statements and Exhibits.                                     

     (a)    The following Financial Statements are included in Part B of
the Registration Statement:                     

                  The financial statements of AXA Equitable Life Insurance
                  Company and Separate Account No. 70, are included in the
Statement of Additional Information.  

(b)    Exhibits.                                              

      The following exhibits correspond to those required by
    paragraph (b) of item 24 as to exhibits in Form N-4:

1.     Board of Directors Resolutions.                        

           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 Registration Statement No. 333-05593
filed on June 10, 1996.                         

2.     Custodial Agreements. Not Applicable.                  

3.     Underwriting Contracts.                                

       (a)    Distribution Agreement dated January 1, 2000 for
                     services by The Equitable Life Assurance Society of the
                    United States to AXA Network, LLC and its subsidiaries
              incorporated herein by reference to Registration
                 Statement on Form N-4 (File No. 333-05593) filed on
April 25, 2001.                   

               (b)    Transition Agreement dated January 1, 2000, for services
             by AXA Network, LLC and its subsidiaries to The
                   Equitable Life Assurance Society of the United States
              incorporated herein by reference to Registration
                   Statement on Form N-4, (File No. 333-05593), filed on
April 25, 2001.                   

          (c)    General Agent Sales Agreement dated January 1, 2000
                 between The Equitable Life Assurance Society of the
                      United States and AXA Network, LLC and its subsidiaries,
                     incorporated herein by reference to Exhibit 3(h) to the
                     Registration Statement on Form N-4, (File No. 2-30070),
filed April 19, 2004.             

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             (c)(i) First Amendment dated as of January 1, 2003 to General
                     Agent Sales Agreement dated January 1, 2000 between The
                   Equitable Life Assurance Society of the United States
                     and AXA Network, LLC and its subsidiaries, incorporated
                   herein by reference to Registration Statement on Form
              N-4, (File No. 333-05593), filed April 24, 2012.

              (c)(ii)Second Amendment dated as of January 1, 2004 to General
                     Agent Sales Agreement dated January 1, 2000 between The
                   Equitable Life Assurance Society of the United States
                     and AXA Network, LLC and its subsidiaries, incorporated
                   herein by reference to Registration Statement on Form
              N-4, (File No. 333-05593), filed April 24, 2012.

          (c)(iii)Third Amendment dated as of July 19, 2004 to General
                      Agent Sales Agreement dated as of January 1, 2000 by and
                 between The Equitable Life Assurance Society of the
                     United States and AXA Network, LLC and its subsidiaries
                     incorporated herein by reference to Exhibit 3(k) to the
      Registration Statement on Form N-4 (File
        No. 333-127445), filed on August 11, 2005.

               (c)(iv)Fourth Amendment dated as of November 1, 2004 to General
                      Agent Sales Agreement dated as of January 1, 2000 by and
                 between The Equitable Life Assurance Society of the
                     United States and AXA Network, LLC and its subsidiaries
                     incorporated herein by reference to Exhibit 3(l) to the
      Registration Statement on Form N-4 (File
        No. 333-127445), filed on August 11, 2005.

               (c)(v) Fifth Amendment dated as of November 1, 2006, to General
                      Agent Sales Agreement dated as of January 1, 2000 by and
                 between The Equitable Life Assurance Society of the
                     United States and AXA Network, LLC and its subsidiaries
              incorporated herein by reference to Registration
                  Statement on Form N-4 (File No. 333-05593), filed on
April 24, 2012.                   

        (c)(vi)Sixth Amendment dated as of February 15, 2008, to
                  General Agent Sales Agreement dated as of January 1,

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                      2000 by and between AXA Equitable Life Insurance Company
                     (formerly known as The Equitable Life Assurance Society
                of the United States) and AXA Network, LLC and its
               subsidiaries, incorporated herein by reference to
                      Registration Statement on Form N-4 (File No. 333-05593),
filed on April 24, 2012.          

         (c)(vii)Seventh Amendment dated as of February 15, 2008, to
                  General Agent Sales Agreement dated as of January 1,
                      2000 by and between AXA Equitable Life Insurance Company
                     (formerly known as The Equitable Life Assurance Society
                of the United States) and AXA Network, LLC and its
               subsidiaries, incorporated herein by reference to
                      Registration Statement on Form N-4 (File No. 2-30070) to
    Exhibit 3(r), filed on April 20, 2009.

      (c)(viii)Eighth Amendment dated as of November 1, 2008, to
                  General Agent Sales Agreement dated as of January 1,
                      2000 by and between AXA Equitable Life Insurance Company
                     (formerly known as The Equitable Life Assurance Society
                of the United States) and AXA Network, LLC and its
               subsidiaries, incorporated herein by reference to
                      Registration Statement on Form N-4 (File No. 2-30070) to
    Exhibit 3(s), filed on April 20, 2009.

              (c)(ix)Ninth Amendment dated as of November 1, 2011 to General
                      Agent Sales Agreement dated as of January 1, 2000 by and
                    between AXA Equitable Life Insurance Company (formerly
                  known as The Equitable Life Assurance Society of the
                      United States) and AXA Network, LLC and its subsidiaries
                  incorporated herein by reference to the Registration
                    Statement filed on Form N-4 (File No. 333-05593) filed
on April 24, 2012.                

              (c)(x) Tenth Amendment dated as of November 1, 2013 to General
                   Agent Sales Agreement dated as of January 1, 2000, by
              and between AXA Equitable Life Insurance Company
                     (formerly known as The Equitable Life Assurance Society
                of the United States) and AXA Network, LLC and its
                   subsidiaries, incorporated herein by reference to the
                   Registration Statement (File No. 333-178750) filed on
October 16, 2014.                 

         (c)(xi)Eleventh Amendment dated as of November 1, 2013 to
                  General Agent Sales Agreement dated as of January 1,
               2000, by and between AXA Equitable Life Insurance
                     Company (formerly known as The Equitable Life Assurance
                    Society of the United States) and AXA Network, LLC and
                   its subsidiaries, incorporated herein by reference to
                    the Registration Statement (File No. 333-178750) filed
on October 16, 2014.              

       (c)(xii)Twelfth Amendment dated as of November 1, 2013 to
                  General Agent Sales Agreement dated as of January 1,
               2000, by and between AXA Equitable Life Insurance
                     Company (formerly known as The Equitable Life Assurance
                    Society of the United States) and AXA Network, LLC and
                   its subsidiaries, incorporated herein by reference to
                    the Registration Statement (File No. 333-178750) filed
on October 16, 2014.              

             (d)    Services Agreement made as of December 1, 2010, by and
                      among Legg Mason Investor Services, LLC ("Distributor"),
                     a Maryland limited liability company that serves as the
                   principal underwriter of Legg Mason Partners Variable
                  Equity Trust and Legg Mason Partners Variable Income
                  Trust (collectively, "Fund"), and AXA Equitable Life
           Insurance Company (the "Company"), a New York
                  Corporation, incorporated herein by reference to the
                   Registration Statement (File No. 333-178750) filed on
April 22, 2014.                   

               (d)(i) Amendment No. 1 ("Amendment"), effective March 28, 2014,
                to the Services Agreement (the "Agreement"), dated
                    December 1, 2010, between AXA Equitable Life Insurance
             Company (the "Company") and Legg Mason Investor
                  Services, LLC (the "Distributor") (collectively, the
                "Parties") incorporated herein by reference to the
                   Registration Statement (File No. 333-178750) filed on
April 22, 2014.                   

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4.   Contracts. (Including Riders and Endorsements)           

             4(a) Form of Data Pages - E Share (ICC14RC15DP-E), filed herewith
on May 21, 2015.                          

             4(b) [RMD WEALTH GUARD] GMDB RIDER (ICC14RMDF-RC15), incorporated
          herein by reference to the Registration Statement on
Form N-4 (File No. 333-178750) filed on   
December 24, 2014.                        

    4(c) Endorsement Applicable to Traditional IRA Contracts
              (ICC14IRA-RC15), incorporated herein by reference to the
              Registration Statement on Form N-4 (File No. 333-178750)
filed on December 24, 2014.               

4(d) Endorsement Applicable to Roth IRA Contracts   
               (ICC14ROTH-RC15), incorporated herein by reference to the
              Registration Statement on Form N-4 (File No. 333-178750)
filed on December 24, 2014.               

  4(e) Endorsement Applicable to Non-Qualified Contracts
             (ICC14NQ-RC15), incorporated herein by reference to the
              Registration Statement on Form N-4 (File No. 333-178750)
filed on December 24, 2014.               

         4(f) Endorsement Applicable to the Termination of an Optional
                 Guaranteed Minimum Income Benefit and/or the Termination or
            Change of an Optional Guaranteed Minimum Death Benefit
                  Rider(s) (ICC14GBENDORC15), incorporated herein by reference
                 to Registration Statement on Form N-4 (File No. 333-178750)
filed on December 24, 2014.               

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5.   Applications.                                            

           5(a) Form of Retirement Cornerstone Series E Application for an
               Individual Annuity (ICC14 App 01 RC15E), previously filed
                  with this Registration Statement on Form N-4 (333-202147) on
February 18, 2015.                        

           5(b) Form of Retirement Cornerstone Series E Application for an
               Individual Annuity (ICC14 App 02 RC15E), previously filed
                  with this Registration Statement on Form N-4 (333-202147) on
February 18, 2015.                        

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6.     Depositor's Certificate of Incorporation and By-Laws.  

           (a)    Restated Charter of Equitable, as amended August 31,
           2010, incorporated herein by reference to the
                      Registration Statement on Form N-4 (File No. 333-05593),
filed on April 24, 2012.          

              (b)    By-Laws of AXA Equitable, as amended September 7, 2004,
                  incorporated herein by reference to the Registration
                  Statement on Form N-4 (File No. 333-05593), filed on
April 23, 2005.                   

7.     Reinsurance Contracts. Not applicable.                 

8.     Participation Agreements.                              

            (a)    Amended and Restated Participation Agreement among EQ
                  Advisors Trust, AXA Equitable Life Insurance Company
                  ("AXA Equitable"), AXA Distributors and AXA Advisors
                     dated July 15, 2002 is incorporated herein by reference
                    to Post-Effective Amendment No. 25 to the EQ Advisor's
                 Trust Registration Statement on Form N-1A (File No.
                  333-17217 and 811-07953), filed on February 7, 2003.

             (a)(i) Amendment No. 1, dated May 2, 2003, to the Amended and
                Restated Participation Agreement among EQ Advisors
                     Trust, AXA Equitable, AXA Distributors and AXA Advisors
                     dated July 15, 2002 incorporated herein by reference to
                 Post-Effective Amendment No. 28 To the EQ Advisor's
                  Trust Registration Statement (File No. 333-17217) on
   Form N-1A filed on February 10, 2004.

              (a)(ii)Amendment No. 2, dated July 9, 2004, to the Amended and
                Restated Participation Agreement among EQ Advisors
                     Trust, AXA Equitable, AXA Distributors and AXA Advisors
                     dated July 15, 2002 incorporated herein by reference to
                 Post-Effective Amendment No. 35 To the EQ Advisor's
                  Trust Registration Statement (File No. 333-17217) on
  Form N-1A filed on October 15, 2004.

            (a)(iii)Amendment No. 3, dated October 1, 2004, to the Amended
                    and Restated Participation Agreement among EQ Advisors
                     Trust, AXA Equitable, AXA Distributors and AXA Advisors
                     dated July 15, 2002 incorporated herein by reference to
                 Post-Effective Amendment No. 35 To the EQ Advisor's
                  Trust Registration Statement (File No. 333-17217) on
  Form N-1A filed on October 15, 2004.

             (a)(iv)Amendment No. 4, dated May 1, 2005, to the Amended and
                Restated Participation Agreement among EQ Advisors
                     Trust, AXA Equitable, AXA Distributors and AXA Advisors
                     dated July 15, 2002 incorporated herein by reference to
                 Post-Effective Amendment No. 37 To the EQ Advisor's
                  Trust Registration Statement (File No. 333-17217) on
Form N-1A filed on April 7, 2005. 

        (a)(v) Amendment No. 5, dated September 30, 2005, to the
                   Amended and Restated Participation Agreement among EQ
                     Advisors Trust, AXA Equitable, AXA Distributors and AXA
                 Advisors dated July 15, 2002 incorporated herein by
                    reference to Post-Effective Amendment No. 44 To the EQ
              Advisor's Trust Registration Statement (File No.
             333-17217) on Form N-1A filed on April 5, 2006.

            (a)(vi)Amendment No. 6, dated August 1, 2006, to the Amended
                    and Restated Participation Agreement among EQ Advisors
                     Trust, AXA Equitable, AXA Distributors and AXA Advisors
                     dated July 15, 2002 incorporated herein by reference to
                 Post-Effective Amendment No. 51 To the EQ Advisor's
                  Trust Registration Statement (File No. 333-17217) on
  Form N-1A filed on February 2, 2007.

            (a)(vii)Amendment No. 7, dated May 1, 2007, to the Amended and
                Restated Participation Agreement among EQ Advisors
                     Trust, AXA Equitable, AXA Distributors and AXA Advisors
                     dated July 15, 2002 incorporated herein by reference to
                 Post-Effective Amendment No. 53 To the EQ Advisor's
                  Trust Registration Statement (File No. 333-17217) on
Form N-1A filed on April 27, 2007.

           (a)(viii)Amendment No. 8, dated January 1, 2008, to the Amended
                    and Restated Participation Agreement among EQ Advisors
                     Trust, AXA Equitable, AXA Distributors and AXA Advisors
                     dated July 15, 2002 incorporated herein by reference to
                 Post-Effective Amendment No. 56 To the EQ Advisor's
                  Trust Registration Statement (File No. 333-17217) on
   Form N-1A filed on December 27, 2007.

             (a)(ix)Amendment No. 9, dated May 1, 2008, to the Amended and
                Restated Participation Agreement among EQ Advisors
                     Trust, AXA Equitable, AXA Distributors and AXA Advisors
                     dated July 15, 2002 incorporated herein by reference to
                 Post-Effective Amendment No. 61 To the EQ Advisor's
                  Trust Registration Statement (File No. 333-17217) on
   Form N-1A filed on February 13, 2009.

              (a)(x) Amendment No. 10, dated January 1, 2009, to the Amended
                    and Restated Participation Agreement among EQ Advisors
                     Trust, AXA Equitable, AXA Distributors and AXA Advisors
                     dated July 15, 2002 incorporated herein by reference to
                 Post-Effective Amendment No. 64 To the EQ Advisor's
                  Trust Registration Statement (File No. 333-17217) on
Form N-1A filed on March 16, 2009.

              (a)(xi)Amendment No. 11, dated May 1, 2009, to the Amended and
                Restated Participation Agreement among EQ Advisors
                     Trust, AXA Equitable, AXA Distributors and AXA Advisors
                     dated July 15, 2002 incorporated herein by reference to
                 Post-Effective Amendment No. 67 To the EQ Advisor's
                  Trust Registration Statement (File No. 333-17217) on
Form N-1A filed on April 15, 2009.

        (a)(xii)Amendment No. 12, dated September 29, 2009, to the
                   Amended and Restated Participation Agreement among EQ
                     Advisors Trust, AXA Equitable, AXA Distributors and AXA
                 Advisors dated July 15, 2002 incorporated herein by
                    reference to Post-Effective Amendment No. 70 To the EQ
              Advisor's Trust Registration Statement (File No.
                333-17217) on Form N-1A filed on January 21, 2010.

            (a)(xiii)Amendment No. 13, dated August 16, 2010, to the Amended
                    and Restated Participation Agreement among EQ Advisors
                     Trust, AXA Equitable, AXA Distributors and AXA Advisors
                     dated July 15, 2002 incorporated herein by reference to
                 Post-Effective Amendment No. 77 To the EQ Advisor's
                  Trust Registration Statement (File No. 333-17217) on
  Form N-1A filed on February 3, 2011.

       (a)(xiv)Amendment No. 14, dated December 15, 2010, to the
                   Amended and Restated Participation Agreement among EQ
                     Advisors Trust, AXA Equitable, AXA Distributors and AXA
                 Advisors dated July 15, 2002 incorporated herein by
                    reference to Post-Effective Amendment No. 77 To the EQ
              Advisor's Trust Registration Statement (File No.
                333-17217) on Form N-1A filed on February 3, 2011.

            (a)(xv)Amendment No. 15, dated June 7, 2011 , to the Amended
                    and Restated Participation Agreement among EQ Advisors
                     Trust, AXA Equitable, AXA Distributors and AXA Advisors
                  dated July 15, 2002 incorporated herein by reference
                   and/or previously filed with Post-Effective Amendment
                     No. 84 To the EQ Advisor's Trust Registration Statement
                   (File No. 333-17217) on Form N-1A filed on August 17,
2011.                             

            (a)(xvi)Amendment No. 16, dated April 30, 2012, to the Amended
                    and Restated Participation Agreement among EQ Advisors
             Trust, AXA Equitable and AXA Distributors dated
              July 15,2002 incorporated herein by reference to
                 Post-Effective Amendment No. 96 to the EQ Advisor's
                  Trust Registration Statement (File No. 333-17217) on
  Form N-1A filed on February 7, 2012.

        (a)(b)(i)Second Amended and Restated Participation Agreement
             among the Trust, AXA Equitable, FMG LLC and AXA
                     Distributors dated May 23, 2012, incorporated herein by
                      reference to EQ Advisors Trust Registration Statement on
                    Form N-1A (File No. 333-17217) filed on July 22, 2013.

          (a)(b)(ii)Amendment No. 1 dated as of June 4, 2013 to the Second
                    Amended and Restated Participation Agreement among the
                      Trust, AXA Equitable, FMG LLC and AXA Distributors dated
                  May 23, 2012, incorporated herein by reference to EQ
                      Advisors Trust Registration Statement on Form N-1A (File
    No. 333-17217) filed on July 22, 2013.

      (a)(b)(iii)Amendment No. 2 dated as of October 21, 2013 to the
                 Second Amended and Restated Participation Agreement
             among the Trust, AXA Equitable, FMG LLC and AXA
                     Distributors dated May 23, 2012, incorporated herein by
                      reference to EQ Advisors Trust Registration Statement on
                    Form N-1A (File No. 333-17217) filed on July 22, 2013.

          (a)(b)(iv)Amendment No. 3, dated as of April 4, 2014 ("Amendment
         No. 3"), to the Second Amended and Restated
                   Participation Agreement, dated as of May 23, 2012, as
                   amended ("Agreement"), by and among EQ Advisors Trust
                  ("Trust"), AXA Equitable Life Insurance Company, AXA
           Equitable Funds Management Group, LLC and AXA
              Distributors, LLC (collectively, the "Parties"),
                   incorporated herein by reference to EQ Advisors Trust
                      Registration Statement on Form N-1A (File No. 333-17217)
filed on April 30, 2014.          

          (a)(b)(v)Amendment No. 4, dated as of June 1, 2014 ("Amendment
         No. 4"), to the Second Amended and Restated
                   Participation Agreement, dated as of May 23, 2012, as
                   amended ("Agreement"), by and among EQ Advisors Trust
                  ("Trust"), AXA Equitable Life Insurance Company, AXA
           Equitable Funds Management Group, LLC and AXA
              Distributors, LLC (collectively, the "Parties"),
                   incorporated herein by reference to EQ Advisors Trust
                      Registration Statement on Form N-1A (File No. 333-17217)
filed on April 30, 2014.          

          (a)(b)(vi)Amendment No. 5, dated as of July 16, 2014 ("Amendment
         No. 5"), to the Second Amended and Restated
                   Participation Agreement, dated as of May 23, 2012, as
                   amended ("Agreement"), by and among EQ Advisors Trust
                  ("Trust"), AXA Equitable Life Insurance Company, AXA
           Equitable Funds Management Group, LLC and AXA
                 Distributors, LLC (collectively, the "Parties") "),
                   incorporated herein by reference to EQ Advisors Trust
                      Registration Statement on Form N-1A (File No. 333-17217)
filed on February 5, 2015.        

               (b)    Participation Agreement among AXA Premier VIP Trust, AXA
                     Equitable, AXA Advisors, AXA Distributors and EDI dated
                     as of December 3, 2001 incorporated herein by reference
                     to and/or previously filed with Pre-Effective Amendment
                   No. 1 to AXA Premier VIP Trust Registration Statement
                     (File No. 333-70754) on Form N-1A filed on December 10,
2001.                             

         (b)(i) Amendment No. 1, dated as of August 1, 2003 to the
                      Participation Agreement among AXA Premier VIP Trust, AXA
                     Equitable, AXA Advisors, AXA Distributors and EDI dated
                     as of December 3, 2001 incorporated herein by reference
                  to Post-Effective Amendment No. 6 to AXA Premier VIP
                  Trust Registration Statement (File No. 333-70754) on
   Form N-1A filed on February 25, 2004.

      (b)(ii)Amendment No. 2, dated as of May 1, 2006 to the
                      Participation Agreement among AXA Premier VIP Trust, AXA
                     Equitable, AXA Advisors, AXA Distributors and EDI dated
                     as of December 3, 2001 incorporated herein by reference
                   to Post-Effective Amendment No. 16 to AXA Premier VIP
                  Trust Registration Statement (File No. 333-70754) on
Form N-1A filed on June 1, 2006.  

      (b)(iii)Amendment No. 3, dated as of May 25, 2007 to the
                      Participation Agreement among AXA Premier VIP Trust, AXA
                     Equitable, AXA Advisors, AXA Distributors and EDI dated
                     as of December 3, 2001 incorporated herein by reference
                   to Post-Effective Amendment No. 20 to AXA Premier VIP
                  Trust Registration Statement (File No. 333-70754) on
  Form N-1A filed on February 5, 2008.

             (b)(iv)Amended and Restated Participation Agreement among the
                     Registrant, AXA Equitable, FMG LLC and AXA Distributors
              dated as of May 23, 2012, incorporated herein by
             reference to AXA Premier VIP Trust Registration
                   Statement on Form N-1/A (File No. 333-70754) filed on
July 22, 2013.                    

           (b)(v) Amendment No. 1 dated as of October 21, 2013, to the
                    Amended and Restated Participation Agreement among the
                     Registrant, AXA Equitable, FMG LLC and AXA Distributors
              dated as of May 23, 2012, incorporated herein by
             reference to AXA Premier VIP Trust Registration
                   Statement on Form N-1/A (File No. 333-70754) filed on
October 2, 2013.                  

              (b)(vi)Amendment No. 2, dated as of April 18, 2014 ("Amendment
               No. 2") to the Amended and Restated Participation
             Agreement, dated as of May 23, 2012, as amended
              ("Agreement") by and among AXA Premier VIP Trust
                  ("Trust"), AXA Equitable Life Insurance Company, AXA
           Equitable Funds Management Group, LLC and AXA
              Distributors, LLC (collectively, the "Parties"),
                 incorporated herein by reference to AXA Premier VIP
                  Trust Registration Statement on Form N-1/A (File No.
   333-70754) filed on January 12, 2015.

           (b)(vii)Amendment No. 3, dated as of July 8, 2014 ("Amendment
               No. 3") to the Amended and Restated Participation
             Agreement, dated as of May 23, 2012, as amended
              ("Agreement") by and among AXA Premier VIP Trust
                  ("Trust"), AXA Equitable Life Insurance Company, AXA
           Equitable Funds Management Group, LLC and AXA
              Distributors, LLC (collectively, the "Parties"),
                 incorporated herein by reference to AXA Premier VIP
                  Trust Registration Statement on Form N-1/A (File No.
   333-70754) filed on January 12, 2015.

   (b)(viii)Amendment No. 4, dated as of December 10, 2014
              ("Amendment No. 4"), to the Amended and Restated
                   Participation Agreement, dated as of May 23, 2012, as
                 amended ("Agreement"), by and among AXA Premier VIP
                    Trust ("Trust"), AXA Equitable Life Insurance Company,
               AXA Equitable Funds Management Group, LLC and AXA
              Distributors, LLC (collectively, the "Parties"),
                 incorporated herein by reference to AXA Premier VIP
                  Trust Registration Statement on Form N-1/A (File No.
   333-70754) filed on January 12, 2015.

        (c)    Participation Agreement by and among AIM Variable
                      Insurance Funds, A I M Distributors, Inc., AXA Equitable
                 Life Insurance Company, on behalf of itself and its
           Separate Accounts, AXA Advisors, LLC, and AXA
                Distributors, LLC, dated July 1, 2005 incorporated
                   herein by reference to Registration Statement on Form
                   N-4 (File No. 333-160951) filed on November 16, 2009.

           (c)(i) Amendment No. 1 effective October 15, 2009 among AIM
                   Variable Insurance Funds, AIM Distributors, Inc., AXA
                Equitable Life Insurance Company, on behalf of its
          Separate Accounts, AXA Advisors, LLC and AXA
                   Distributors, LLC incorporated herein by reference to
                   Registration Statement on Form N-4 (File No. 2-30070)
filed on April 24, 2012.          

          (c)(ii)Amendment No. 2, dated as of April 19, 2010, to the
                      Participation Agreement dated as of July 1, 2005, by and
             among AIM Variable Insurance Funds, Invesco Aim
              Distributors, Inc., AXA Equitable Life Insurance
                     Company, on behalf of itself and each of its segregated
           asset accounts, and AXA Advisors, LLC and AXA
                 Distributors LLC, filed herewith on April 21, 2015.

         (c)(iii)Amendment No. 3, dated as of April 19, 2010, to the
                      Participation Agreement dated as of July 1, 2005, by and
             among AIM Variable Insurance Funds, Invesco Aim
              Distributors, Inc., AXA Equitable Life Insurance
                     Company, on behalf of itself and each of its segregated
           asset accounts; and AXA Advisors, LLC and AXA
                 Distributors LLC, filed herewith on April 21, 2015.

    (c)(iv)Amendment No. 4, effective May 1, 2012 to the
                  Participation Agreement dated July 1, 2005 among AIM
                   Variable Insurance Funds, Invesco Distributors, Inc.,
                    AXA Equitable Life Insurance Company, AXA Advisors LLC
              and AXA Distributors LLC, incorporated herein by
               reference to the Registration Statement (File No.
  333-178750) filed on April 25, 2012.

        (c)(v) Amendment No. 5, effective October 1, 2014 to the
                  Participation Agreement dated July 1, 2005 among AIM
                   Variable Insurance Funds, Invesco Distributors, Inc.,
                    AXA Equitable Life Insurance Company, AXA Advisors LLC
                  and AXA Distributors LLC, previously filed with this
                Registration Statement on Form N-4 (333-202147) on
February 18, 2015.                

       (d)    Participation Agreement among AXA Equitable Life
            Insurance Company, AllianceBernstein L.P., and
                    AllianceBernstein Investments, Inc., dated October 16,
           2009, incorporated herein by reference to the
           Registration Statement on Form N-4 (File. No.
     333-178750) filed on December 23, 2011.

          (d)(i) Amendment No. 1, effective February 18, 2010 to the
               Participation Agreement, (the "Agreement"), dated
                 October 16, 2009 among AXA Equitable Life Insurance
                   Company, AllianceBernstein L.P. and AllianceBernstein
                    Investments, Inc., incorporated herein by reference to
               the Registration Statement on Form N-4 (File. No.
     333-178750) filed on December 23, 2011.

    (d)(ii)Amendment No. 2, effective May 1, 2012 to the
                      Participation Agreement dated October 16, 2009 among AXA
                   Equitable Life Insurance Company, MONY Life Insurance
              Company, MONY Life Insurance Company of America,
          AllianceBernstein L.P. and AllianceBernstein
                    Investments, Inc., incorporated herein by reference to
                    the Registration Statement (File No. 333-178750) filed
on April 25, 2012.                

      (d)(iii)Amendment No. 3, dated September 6, 2013, to the
                      Participation Agreement (the "Agreement"), dated October
                  16, 2009 and as amended by Amendment No. 1 effective
                    February 18, 2010 and Amendment No. 2 effective May 1,
                      2012, by and among AXA Equitable Life Insurance Company,
                      MONY Life Insurance Company, MONY Life Insurance Company
                     of America, AllianceBernstein L.P and AllianceBernstein
                    Investments, Inc., incorporated herein by reference to
                      Registration Statement (File No. 333-182976) on Form N-4
filed on April 24, 2014.          

       (e)    Participation Agreement among AXA Equitable Life
            Insurance Company, American Century Investment
               Management, Inc., and American Century Investment
                 Services, Inc., incorporated herein by reference to
      Registration Statement on Form N-4 (File
     No. 333-153809), filed on July 8, 2011.

    (e)(i) Amendment No. 2, effective May 1, 2012 to the
                      Participation Agreement dated October 15, 2009 among AXA
                   Equitable Life Insurance Company, MONY Life Insurance
              Company, MONY Life Insurance Company of America,
              American Century Investment Management, Inc. and
                      American Century Investment Services, Inc., incorporated
                     herein by reference to the Registration Statement (File
      No. 333-178750) filed on April 25, 2012.

       (f)    Participation Agreement among AXA Equitable Life
   Insurance Company, BlackRock Variable

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                    Series Funds, Inc., BlackRock Advisors, LLC, and Black
            Rock Investments, LLC, dated October 16, 2009,
                  incorporated herein by reference to the Registration
                  Statement on Form N-4 (File No. 333-178750) filed on
December 23, 2011.                

    (f)(i) Amendment No. 3, effective May 1, 2012 to the
                      Participation Agreement dated October 16, 2009 among AXA
                   Equitable Life Insurance Company, MONY Life Insurance
              Company, MONY Life Insurance Company of America,
              BlackRock Variable Series Funds, Inc., BlackRock
           Advisors, LLC and BlackRock Investments, LLC,
                  incorporated herein by reference to the Registration
                      Statement (File No. 333-178750) filed on April 25, 2012.

        (f)(ii)Amendment No. 4, effective August 27, 2013 to the
                      Participation Agreement dated October 16, 2009 among AXA
                   Equitable Life Insurance Company, MONY Life Insurance
                  Company of America, BlackRock Variable Series Funds,
                      Inc., BlackRock Advisors, LLC and BlackRock Investments,
                   LLC, incorporated herein by reference to Registration
                  Statement on Form N-4 (File No. 333-190033) filed on
October 4, 2013.                  

           (f)(iii)Amendment No. 5, executed as of September 1, 2014 and
         effective as of October 1, 2014 to the Fund
                Participation Agreement dated October 16, 2009, as
                amended, by and among AXA Equitable Life Insurance
              Company, MONY Life Insurance Company of America,
              BlackRock Variable Series Funds, Inc., BlackRock
           Advisors, LLC and BlackRock Investments, LLC,
                  incorporated herein by reference to the Registration
                  Statement (File No. 333-178750) filed on October 16,
2014.                             

         (g)    Amended and Restated Participation Agreement among
                      Variable Insurance Products Funds, Fidelity Distributors
                    Corporation, and AXA Equitable Life Insurance Company,
                    dated April 16, 2010, incorporated herein by reference
                      to Registration Statement on Form N-4 (File No. 2-30070)
filed on April 24, 2012.          

           (g)(i) First Amendment effective May 1, 2012 to Amended and
                   Restated Participation Agreement dated April 16, 2010
                  among AXA Equitable Life Insurance Company, Fidelity
                      Distributors Corporation and Variable Insurance Products
                   Funds, Variable Insurance Products Funds II, Variable
              Insurance Products Funds III, Variable Insurance
                     Products Funds IV and Variable Insurance Products Funds
                     V, incorporated herein by reference to the Registration
                      Statement (File No. 333-178750) filed on April 25, 2012.

          (h)    Participation Agreement as of July 1, 2005 Franklin
          Templeton Variable Insurance Products Trust,
                  Franklin/Templeton Distributors, Inc., AXA Equitable
                Life Insurance Company, AXA Advisors, LLC, and AXA
                    Distributors, LLC, incorporated herein by reference to
            Registration Statement filed on Form N-4 (File
   No. 333-160951) on November 16, 2009.

     (h)(i) Amendment No. 3 effective as of May 1, 2010 to
                     Participation Agreement as of July 1, 2005 by and among
                   Franklin Templeton Variable Insurance Products Trust,
                  Franklin/Templeton Distributors, Inc., AXA Equitable
              Life Insurance Company, AXA Advisors LLC and AXA
                      Distributors LLC incorporated herein by reference to the
                Registration Statement filed on Form N-4 (File No.
  333-130988) filed on April 24, 2012.

     (h)(ii)Amendment No. 5 effective as of May 1, 2012 to
            Participation Agreement dated July 1, 2005 and
                      subsequently amended June 5, 2007, November 1, 2009, May
                  1, 2010 and August 16, 2010 among Franklin Templeton
                   Variable Insurance Products Trust, Franklin/Templeton
              Distributors, Inc., AXA Equitable Life Insurance
                 Company, AXA Advisers LLC and AXA Distributors LLC,
                  incorporated herein by reference to the Registration
                      Statement (File No. 333-178750) filed on April 25, 2012.

       (i)    Participation Agreement among AXA Equitable Life
                 Insurance Company, Goldman Sachs Variable Insurance
              Trust, Goldman Sachs Asset Management, L.P., and
           Goldman, Sachs & Co., dated October 20, 2009,
                  incorporated herein by reference to the Registration
                  Statement on Form N-4 (File No. 333-178750) filed on
December 23, 2011.                

    (i)(i) Amendment No. 2, effective May 1, 2012 to the
                   Participation Agreement dated October 20, 2009, among
             AXA Equitable Life Insurance Company, MONY Life
               Insurance Company, MONY Life Insurance Company of
                      America, Goldman Sachs Variable Insurance Trust, Goldman
                   Sachs Asset Management, L.P. and Goldman Sachs & Co.,
                  incorporated herein by reference to the Registration
                      Statement (File No. 333-178750) filed on April 25, 2012.

       (j)    Participation Agreement among AXA Equitable Life
             Insurance Company, Ivy Funds Variable Insurance
            Portfolios and Waddell & Reed, Inc., effective
                      October 23, 2009 incorporated herein by reference to the
                      Registration Statement on Form N-4 (File No. 333-178750)
filed on December 23, 2011.       

    (j)(i) Second Amendment effective May 1, 2012 to the
                      Participation Agreement dated October 23, 2009 among AXA
                   Equitable Life Insurance Company, MONY Life Insurance
                      Company, MONY Life Insurance Company of America, Waddell
           & Reed, Inc. and Ivy Funds Variable Insurance
                 Portfolios, incorporated herein by reference to the
                   Registration Statement (File No. 333-178750) filed on
April 25, 2012.                   

       (k)    Participation Agreement among AXA Equitable Life
                    Insurance Company, Lazard Retirement Series, Inc., and
               Lazard Asset Management Securities LLC, effective
                      October 20, 2009 incorporated herein by reference to the
                      Registration Statement on Form N-4 (File No. 333-178750)
filed on December 23, 2011.       

    (k)(i) Amendment No. 2, effective May 1, 2012 to the
                      Participation Agreement dated October 20, 2009 among AXA
                   Equitable Life Insurance Company, MONY Life Insurance
                     Company, MONY Life Insurance Company of America, Lazard
                 Retirement Series, Inc. and Lazard Asset Management
                 Securities, incorporated herein by reference to the
                   Registration Statement (File No. 333-178750) filed on
April 25, 2012.                   

            (l)    Participation Agreement dated July 18, 2002 among MFS
                Variable Insurance Trust, Equitable Life Assurance
             Society of the United States, and Massachusetts
               Financial Service Company, incorporated herein by
                   reference to Registration Statement filed on Form N-4
         (File No. 333-160951) on November 16, 2009.

    (l)(i) Amendment No. 1, effective May 1, 2012 to the
                    Participation Agreement dated March 15, 2010 among AXA
                      Equitable Life Insurance Company, MFS Variable Insurance
                 Trust, MFS Variable Insurance Trust II and MFS Fund
                     Distributors, Inc., incorporated herein by reference to
                    the Registration Statement (File No. 333-178750) filed
on April 25, 2012.                

        (m)    Participation Agreement among T.Rowe Price Equity
                      Series, Inc., T.Rowe Price Investment Services, Inc. and
                  AXA Equitable Life Insurance Company, dated July 20,
                    2005, incorporated herein by reference to Registration
                  Statement on Form N-4 (File No. 333-160951) filed on
November 16, 2009.                

    (m)(i) Amendment No. 3, effective May 1, 2012 to the
                   Participation Agreement dated July 20, 2005 among AXA
                    Equitable Life Insurance Company, T. Rowe Price Equity
                      Series Inc., T. Rowe Price Fixed Income Series, Inc., T.
                     Rowe Price International Series, Inc. and T. Rowe Price
               Investment Services, Inc., incorporated herein by
               reference to the Registration Statement (File No.
  333-178750) filed on April 25, 2012.

        (n)    Participation Agreement among MONY Life Insurance
                     Company, PIMCO Variable Insurance Trust and PIMCO Funds
                     Distributions LLC, dated December 1, 2001, incorporated
                   herein by reference to Registration Statement on Form
                   N-4 (File No. 333-160951) filed on November 16, 2009.

               (n)(i) Third Amendment dated October 20, 2009 effective October
            20, 2009, to the Participation Agreement, (the
                   "Agreement") dated December 1, 2001 by and among MONY
                     Life Insurance Company, PIMCO Variable Insurance Trust,
                  and PIMCO Funds Distributions LLC (collectively, the
                    "Parties") adding AXA Equitable Insurance Company as a
                      Party to the Agreement, incorporated herein by reference
                 to the Registration Statement on Form N-4 (File No.
     333-178750) filed on December 23, 2011.

   (n)(ii)Fifth Amendment effective May 1, 2012 to the
                Participation Agreement dated December 1, 2001, as
                      amended on April 1, 2002, May 30, 2002, October 20, 2009
                  and April 1, 2010 among AXA Equitable Life Insurance
                  Company, MONY Life Insurance Company, PIMCO Variable
                     Insurance Trust and PIMCO Investments LLC, incorporated
                     herein by reference to the Registration Statement (File
      No. 333-178750) filed on April 25, 2012.

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        (o)    Participation Agreement among MONY Life Insurance
                 Company, ProFunds, and ProFunds Advisors LLC, dated
              May 1, 2002, incorporated herein by reference to
                      Registration Statement on Form N-4 (File No. 333-160951)
filed on November 16, 2009.       

        (o)(i) Amendment No. 1 effective October 16, 2009 to the
                     Participation Agreement, (the "Agreement") dated May 1,
                     2002 by and among MONY Life Insurance Company, ProFunds
                     and ProFunds Advisors LLC (collectively, the "Parties")
                      adding AXA Equitable Insurance Company as a Party to the
                Agreement, incorporated herein by reference to the
                      Registration Statement on Form N-4 (File No. 333-178750)
filed on December 23, 2011.       

  (o)(ii)Amendment No.2 effective May 1, 2012 to the
                     Participation Agreement, dated May 1, 2002 by and among
             MONY Life Insurance Company, AXA Equitable Life
                    Insurance Company, ProFunds and ProFunds Advisors LLC,
                  incorporated herein by reference to the Registration
                      Statement (File No. 333-178750) filed on April 25, 2012.

      (p)    Participation Agreement among Van Eck Worldwide
                      Insurance Trust, Van Eck Securities Corporation, Van Eck
                     Associates Corporation and MONY Life Insurance Company,
                    dated August 7, 2000, incorporated herein by reference
         to Registration Statement on Form N-4 (File
          No. 333-160951), filed on November 16, 2009.

    (p)(i) Amendment No. 1 dated October 13, 2009 to the
              Participation Agreement, (the "Agreement") dated
                      August 7, 2000 by and among MONY Life Insurance Company,
                   Van Eck Worldwide Insurance Trust, Van Eck Securities
            Corporation and Van Eck Associates Corporation
                (collectively, the "Parties") adding AXA Equitable
                 Insurance Company Agreement, incorporated herein by
                 reference to the Registration Statement on Form N-4
               (File No. 333-178750) filed on December 23, 2011.

   (p)(ii)Amendment No. 3 effective May 1, 2012 to the
                    Participation Agreement dated August 7, 2000 among AXA
                   Equitable Life Insurance Company, MONY Life Insurance
            Company, Van Eck VIP Trust, Van Eck Securities
             Corporation and Van Eck Associates Corporation,
                  incorporated herein by reference to the Registration
                      Statement (File No. 333-178750) filed on April 25, 2012.

               (q)    Participation Agreement, by and among AXA Equitable Life
                     Insurance Company, on behalf of itself and its separate
                      accounts, Lord Abbett Series Fund, Inc., and Lord Abbett
                      Distributor LLC, incorporated herein by reference to the
                      Registration Statement on Form N-4 (File No. 333-178750)
filed on December 23, 2011.       

    (q)(i) Amendment No. 1, effective May 1, 2012 to the
                     Participation Agreement dated August 27, 2010 among AXA
                  Equitable Life Insurance Company, Lord Abbett Series
                      Fund, Inc. and Lord Abbett Distributor LLC, incorporated
                     herein by reference to the Registration Statement (File
      No. 333-178750) filed on April 25, 2012.

             (r)    Participation Agreement dated April 12, 2012 among AXA
               Equitable Life Insurance Company, Northern Lights
                    Variable Trust and 7Twelve Advisors, LLC, incorporated
                     herein by reference to the Registration Statement (File
      No. 333-178750) filed on April 25, 2012.

             (s)    Participation Agreement dated April 20, 2012 among AXA
                    Equitable Life Insurance Company, First Trust Variable
                  Insurance Trust, First Trust Advisors L.P. and First
                     Trust Portfolios L.P., incorporated herein by reference
                 to the Registration Statement (File No. 333-178750)
filed on April 25, 2012.          

       (s)(i) Amendment No. 1 effective March 17, 2014, to the
                     Participation Agreement dated April 20, 2012, among AXA
                    Equitable Life Insurance Company, First Trust Variable
                  Insurance Trust, First Trust Advisors L.P. and First
                     Trust Portfolios L.P., incorporated herein by reference
                   to the Registration Statement filed on Form N-4 (File
      No. 333-182796) filed on April 23, 2014.

              (t)    Participation and Service Agreement among AXA Equitable
                     Life Insurance Company and American Funds Distributors,
                    Inc., American Funds Service Company, Capital Research
                     and Management Company and the American Funds Insurance
                 Series (collectively the "Funds"), dated January 2,
                    2013, incorporated herein by reference to Registration
                     Statement on Form N-4 (File No. 2-30070) filed on April
23, 2013.                         

              (u)    Participation Agreement by and among AXA Equitable Life
                 Insurance Company, Putnam Variable Trust and Putnam
                     Retail Management Limited Partnership dated October 10,
                    2013, incorporated herein by reference to Registration
                   Statement on Form N-4 (File No. 333-190033), filed on
October 11, 2013.                 

       (v)    Participation Agreement Among AXA Equitable Life
                    Insurance Company, Legg Mason Partners Variable Equity
                  Trust and Legg Mason Partners Variable Income Trust,
                  Legg Mason Partners Fund Advisor, LLC and Legg Mason
            Investor Services, LLC dated December 1, 2010,
                  incorporated herein by reference to the Registration
                      Statement (File No. 333-178750) filed on April 23, 2014.

        (v)(i) Amendment No. 1, effective March 28, 2014, to the
              Participation Agreement (the "Agreement"), dated
               December 1, 2010, by and among AXA Equitable Life
                    Insurance Company (the "Company"); Legg Mason Partners
                    Variable Equity Trust and Legg Mason Partners Variable
                 Income Trust (the "Fund"); Legg Mason Partners Fund
                      Advisor, LLC; and Legg Mason Investor Services, LLC (the
           "Distributor") (collectively, the "Parties"),
                  incorporated herein by reference to the Registration
                      Statement (File No. 333-178750) filed on April 23, 2014.

         (v)(ii)Amendment No. 2, effective October 1, 2014, to the
                Participation Agreement dated December 1, 2010, as
                   amended March 28, 2014 (the "Agreement") by and among
                   AXA Equitable Life Insurance Company (the "Company");
                     Legg Mason Global Asset Management Variable Trust, Legg
                 Mason Partners Variable Equity Trust and Legg Mason
                     Partners Variable Income Trust (the "Fund"); Legg Mason
                 Partners Fund Advisor, LLC; and Legg Mason Investor
                  Services, LLC (the "Distributor") (collectively, the
                 "Parties"), incorporated herein by reference to the
                   Registration Statement (File No. 333-178750) filed on
October 16, 2014.                 

       (w)    Participation Agreement Among AXA Equitable Life
                     Insurance Company, Neuberger Berman Advisers Management
             Trust and Neuberger Berman Management LLC dated
                     August 6, 2010, incorporated herein by reference to the
                   Registration Statement (File No. 333-178750) filed on
April 23, 2014.                   

       (w)(i) Amendment No. 1 effective March 12, 2014, to the
                 Participation Agreement dated August 6, 2010 by and
                   among AXA Equitable Life Insurance Company, Neuberger
                   Berman Advisers Management Trust and Neuberger Berman
                      Management LLC dated August 6, 2010, incorporated herein
                  by reference to the Registration Statement (File No.
  333-178750) filed on April 23, 2014.

              (x)    AGREEMENT, made and entered into as of this 21st day of
                    April, 2014, by and among AXA EQUITABLE LIFE INSURANCE
                COMPANY (the "Company"), a New York life insurance
                      company, on its own behalf and on behalf of its separate
               accounts listed on Schedule A attached hereto and
                    incorporated herein by reference, as such schedule may
                     be amended from time to time (the "Accounts"); HARTFORD
                      SERIES FUND, INC. and HARTFORD HLS SERIES FUND II, INC.,
                      each an open-end management investment company organized
                      under the laws of the State of Maryland (each a "Fund");
                     HARTFORD FUNDS MANAGEMENT COMPANY, LLC (the "Adviser"),
                  a Delaware limited liability company; HARTFORD FUNDS
               DISTRIBUTORS, LLC (the "Distributor"), a Delaware
                   limited liability company and HARTFORD ADMINISTRATIVE
                  SERVICES COMPANY (the "Transfer Agent"), a Minnesota
                  corporation, incorporated herein by reference to the
                   Registration Statement (File No. 333-178750) filed on
October 16, 2014.                 

              (y)    Participation Agreement by and among AXA Equitable Life
                     Insurance Company, Eaton Vance Variable Trust and Eaton
              Vance Distributors, Inc., dated October 7, 2013,
              incorporated herein by reference to Registration
                  Statement on Form N-4 (File No. 333-190033) filed on
October 11, 2013.                 

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9.     Legal Opinion.                                         

           Opinion and Consent of Shane Daly, Esq., Vice President and
           Associate General Counsel of AXA Equitable, filed herewith.

10.    Other Opinions.                                        

             (a)    Consent of PricewaterhouseCoopers LLP, filed herewith.

(b)    Powers of Attorney, filed herewith.      

11.    Omitted Financial Statements. Not applicable.          

12.    Initial Capital Agreements. Not applicable.            

13.    Redeemability Exemption. Not applicable.               

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Item 25. Directors and Officers of AXA Equitable.                               

      Set forth below is information regarding the directors and principal
      officers of AXA Equitable. AXA Equitable's address is 1290 Avenue of
     the Americas, New York, New York 10104. The business address of the
persons whose names are preceded by an asterisk is that of AXA
Equitable.                                                    

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

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

Denis Duverne                   Director                                        
AXA                                                                             
25, Avenue Matignon                                                             
75008 Paris, France                                                             

Barbara Fallon-Walsh            Director                                        
1670 Stephens Drive                                                             
Wayne, PA 19087                                                                 

Peter S. Kraus                  Director                                        
AllianceBernstein Corporation                                                   
1345 Avenue of the Americas                                                     
New York, NY 10105                                                              

Ramon de Oliveira               Director                                        
Investment Audit Practice, LLC                                                  
70 South Fifth Street                                                           
Park Ridge, NJ 07656                                                            

Bertram Scott                   Director                                        
Novant Health, Inc.                                                             
108 Providence Road                                                             
Charlotte, NC 28207                                                             

Lorie A. Slutsky                Director                                        
The New York Community Trust                                                    
909 Third Avenue                                                                
New York, NY 10022                                                              

Richard C. Vaughan              Director                                        
764 Lynnmore Lane                                                               
Naples, FL 34108-7522                                                           

OFFICER-DIRECTOR                                                                

*Mark Pearson                   Chairman of the Board,                          
                     Chief Executive Officer, Director and
President       

OTHER OFFICERS                                                                  

*Dave S. Hattem                 Senior Executive Director and General           
Counsel         

*Heinz-Juergen Schwering        Senior Executive Director and Chief Risk        
Officer         

*Anders B. Malmstrom            Senior Executive Director and Chief             
 Financial Officer

*Salvatore Piazzolla            Senior Executive Director and Chief Human       
 Resources Officer

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*Priscilla Sims Brown              Senior Executive Director and Chief          
       Marketing Officer

*Joshua E. Braverman               Senior Executive Director and Treasurer      

*Anthony F. Recine                 Managing Director, Chief Compliance Officer  
                and Deputy General Counsel

*Sharon A. Ritchey                 Senior Executive Director and Chief          
       Operating Officer

*Michael B. Healy                  Executive Director and Chief Information     
Officer   

*Andrea M. Nitzan                  Executive Director, Chief Accounting         
            Officer and Controller

*Nicholas B. Lane                  Senior Executive Director and Head of U.S.   
         Life and Retirement

*Kevin Molloy                      Senior Executive Director                    

*Keith Floman                      Managing Director and Chief Actuary          

*David Kam                         Managing Director and Actuary                

*Michel Perrin                     Managing Director and Actuary                

*Karen Field Hazin                 Lead Director, Secretary and Associate       
     General Counsel

*Naomi J. Weinstein                Lead Director                                

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Item 26. Persons Controlled by or Under Common Control with the Insurance       
Company or Registrant.                                        

      Set forth below is information regarding the directors and principal
      officers of AXA Equitable. AXA 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 AXA
Equitable.                                                    

           Separate Account No. 70 of AXA Equitable Life Insurance Company
(the "Separate Account") is a separate account of AXA Equitable Life Insurance  
Company. AXA Equitable Life Insurance Company, a New York stock life insurance  
company, is a wholly owned subsidiary of AXA Financial, Inc. (the "Holding      
Company").                                                                      

            AXA owns 100% 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 AXA Equitable  
Life Insurance Company. AXA, a French company, is the holding company for an    
international group of insurance and related financial services companies.      

            (a) The 2014 AXA Group Organization Chart, previously filed with
this Registration Statement on Form N-4 (333-202147) on February 18, 2015.      

       (b) The AXA Financial, Inc. - Subsidiary Organization Chart
Q4-2014, previously filed with this Registration Statement on Form N-4          
(333-202147) on February 18, 2015.                                              

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Item 27. Number of Contractowners                                               

       There are no Qualified Contract owners and/or Non-Qualified
Contract owners of contracts offered by the Registrant under this Registration  
Statement.                                                                      

Item 28. Indemnification                                                        

(a)  Indemnification of Directors and Officers                

     The By-Laws of AXA Equitable Life Insurance Company ("AXA
Equitable") provide, in Article VII, as follows:    

      7.4  Indemnification of Directors, Officers and Employees.
                (a) To the extent permitted by the law of the State of New
              York and subject to all applicable requirements thereof:

                  (i)  any person made or threatened to be made a party to any
                   action or proceeding, whether civil or criminal, by
                reason of the fact that he or she, or his or her
                       testator or intestate, is or was a director, officer or
                   employee of the Company shall be indemnified by the
Company;                        

                  (ii) any person made or threatened to be made a party to any
                   action or proceeding, whether civil or criminal, by
               reason of he fact that he or she, or his or her
                testator or intestate serves or served any other
                  organization in any capacity at the request of the
              Company may be indemnified by the Company; and

                 (iii)the related expenses of any such person in any of said
          categories may be advanced by the Company.

                      (b)  To the extent permitted by the law of the State
                            of New York, the Company may provide for further
                         indemnification or advancement of expenses by
                            resolution of shareholders of the Company or the
                     Board of Directors, by amendment of these
                           By-Laws, or by agreement. (Business Corporation
                    Law ss. 721-726; Insurance Law ss. 1216)

         The directors and officers of AXA Equitable are insured under
policies issued by X.L. Insurance Company, Arch Insurance Company, Endurance    
Specialty Insurance Company, U.S. Specialty Insurance, ACE, Chubb Insurance     
Company, AXIS Insurance Company and Zurich Insurance Company. The annual limit  
on such policies is $105 million, and the policies insure the officers and      
directors against certain liabilities arising out of their conduct in such      
capacities.                                                                     

(b)  Indemnification of Principal Underwriters                

       To the extent permitted by law of the State of New York and
subject to all applicable requirements thereof, AXA Distributors, LLC and AXA   
Advisors, LLC have undertaken to indemnify each of its respective directors and 
officers who is made or threatened to be made a party to any action or          
proceeding, whether civil or criminal, by reason of the fact the director or    
officer, or his or her testator or intestate, is or was a director or officer   
of AXA Distributors, LLC and AXA Advisors, LLC.                                 

(c)  Undertaking                                              

Insofar as indemnification for liability arising under the Securities Act of    
1933 ("Act") may be permitted to directors, officers and controlling persons of 
the registrant pursuant to the foregoing provisions, or otherwise, the          
registrant has been advised that in the opinion of the Securities and Exchange  
Commission such indemnification is against public policy as expressed in the    
Act and is, therefore, unenforceable. In the event that a claim for             
indemnification against such liabilities (other than the payment by the         
registrant of expenses incurred or paid by a director, officer or controlling   
person of the registrant in the successful defense of any action, suit or       
proceeding) is asserted by such director, officer or controlling person in      
connection with the securities being registered, the registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling           
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.                       

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Item 29. Principal Underwriters                                                 

             (a) AXA Advisors, LLC, and AXA Distributors, LLC, both affiliates
of AXA Equitable and MONY Life Insurance Company of America, are the principal  
underwriters for Separate Accounts 70, 49 and FP of AXA Equitable, EQ Advisors  
Trust and AXA Premier VIP Trust, and of MONY America Variable Account A, MONY   
America Variable Account K and MONY America Variable Account L. In addition,    
AXA Advisors is the principal underwriter for AXA Equitable's Separate Accounts 
45, 301, A and I. The principal business address of AXA Advisors, LLC and AXA   
Distributors, LLC. is 1290 Avenue of the Americas, NY, NY 10104.                

    (b) Set forth below is certain information regarding the
directors and principal officers of AXA Advisors, LLC and AXA Distributors,     
LLC. The business address of the persons whose names are preceded by an         
asterisk is that of AXA Advisors, LLC or AXA Distributors, LLC, as applicable.  

(i) AXA ADVISORS, LLC                                                           

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

*David Karr                        Director, Chairman of the Board and Chief    
       Executive Officer

*Christine Nigro                   Director and Vice Chairman of the Board      

*Frank Massa                       Director, President and Chief Operating      
Officer   

*Nicholas B. Lane                  Director and Chief Retirement Savings        
Officer   

*Lawrence Adkins, Jr.              Senior Vice President and Divisional         
President 

*Susan LaVallee                    Senior Vice President                        

*George Papazicos                  Senior Vice President                        

*Maurya Keating                    Vice President, Chief Broker Dealer Counsel  
                             and Investment Advisor Chief Compliance
Officer   

*Mary Jean Bonadonna               Vice President and Broker-Dealer Compliance  
Officer   

*Yun Zhang                         Vice President and Treasurer                 

*Gina Jones                        Vice President and Financial Crime Officer   

*Page Pennell                      Vice President                               

*Philip Pescatore                  Chief Risk Officer                           

*Denise Tedeschi                   Assistant Vice President and Assistant       
Secretary 

*Manish Agarwal                    Director                                     

*Anders B. Malmstrom               Director                                     

*James Mellin                      Chief Sales Officer                          

*Kevin Molloy                      Senior Vice President                        

*Sharon A. Ritchey                 Director                                     

*Francesca Divone                  Secretary                                    

(ii) AXA DISTRIBUTORS, LLC                                                      

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

*Nicholas B. Lane                  Director, Chairman of the Board, President,  
                       Chief Executive Officer and Chief
                Retirement Savings Officer

*Michael P. McCarthy               Director, Senior Vice President, National    
   Sales Manager

*Todd Solash                       Director and Senior Vice President           

*Kevin Molloy                      Senior Vice President and Director           

*Manish Agarwal                    Senior Vice President and Director           

*Ori Ben-Yishai                    Senior Vice President                        

*Harvey T. Fladeland               Senior Vice President                        

*Nelida Garcia                     Senior Vice President                        

*Peter D. Golden                   Senior Vice President                        

*David Kahal                       Senior Vice President                        

*Kevin M. Kennedy                  Senior Vice President                        

*Windy Lawrence                    Senior Vice President                        

*Timothy P. O'Hara                 Senior Vice President                        

*Michael Schumacher                Senior Vice President                        

*Mark Teitelbaum                   Senior Vice President                        

*Nicholas Gismondi                 Vice President and Chief Financial Officer   

*Nicholas D. Huth                  Vice President and General Counsel           

*Gina Jones                        Vice President and Financial Crime Officer   

*Yun Zhang                         Vice President and Treasurer                 

*Denise Tedeschi                   Assistant Vice President and Assistant       
Secretary 

*Gregory Lashinsky                 Assistant Vice President - Financial         
          Operations Principal

*Francesca Divone                  Secretary                                    

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

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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 AXA Equitable Life Insurance Company at 1290 Avenue of
   the Americas, New York, New York 10104, 135 West 50th Street, New
       York, NY 10020, and 500 Plaza Drive, Secaucus, NJ 07096. The policies
   files will be kept at Vantage Computer Systems, 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 individual
           annuity contracts and certificates AXA Equitable offers under a
         group annuity contract (collectively, the "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.         

             AXA Equitable represents that the fees and charges deducted under
the contracts 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 AXA Equitable under the respective        
contracts.                                                                      

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SIGNATURES  

 As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has duly caused this registration statement to be signed   
on its behalf, in the City of New York, and State of New York on the 21st day   
of May, 2015.                                                                   

  SEPARATE ACCOUNT 70 OF
                AXA EQUITABLE LIFE INSURANCE COMPANY
(Registrant)        

                     By:  AXA Equitable Life Insurance Company
 (Depositor)

By:  /s/ Shane Daly 
                                   ---------------------------------------------
Shane Daly
                                  Vice President and Associate General Counsel
                          AXA Equitable Life Insurance Company

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SIGNATURES  

      As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Depositor has caused this Registration Statement to be signed on   
its behalf, by the undersigned, duly authorized, in the City and State of New   
York, on this 21st day of May, 2015.                                            

                                      AXA EQUITABLE LIFE INSURANCE COMPANY
                                       (Depositor)

                     By:  /s/ Shane Daly
                                              ----------------------------------
                      Shane Daly
                                        Vice President and Associate
                           General Counsel

      As required by the Securities Act of 1933 and the Investment Company Act
of 1940, this Registration Statement has been signed by the following persons   
in the capacities and on the date indicated:                                    

PRINCIPAL EXECUTIVE OFFICER:                                                    

*Mark Pearson                  Chairman of the Board, Chief Executive Officer,  
    Director and President

PRINCIPAL FINANCIAL OFFICER:                                                    

*Anders B. Malmstrom           Senior Executive Director and                    
     Chief Financial Officer

PRINCIPAL ACCOUNTING OFFICER:                                                   

*Andrea M. Nitzan              Executive Director, Chief Accounting Officer     
and Controller    

*DIRECTORS:                                                                     

Henri de Castries         Barbara Fallon-Walsh  Bertram Scott                   
Ramon de Oliveira         Peter S. Kraus        Lorie A. Slutsky                
Denis Duverne             Mark Pearson          Richard C. Vaughan              

*By:  /s/ Shane Daly                                                            
--------------------------                                          
Shane Daly                                                          
Attorney-in-Fact                                                    
May 21, 2015                                                        

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EXHIBIT INDEX 

                                                                [Download Table]

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

4(a)         Form of Data Pages-E Share (ICC14RC15DP-E)              EX-99.4a 

9            Opinion and Consent of Counsel                          EX-99.9  

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

10(b)        Powers of Attorney                                      EX-99.10b